War World
by HandAssassinSpider-man
Summary: With the multiverse on the brink of destruction, Doom used the power of the Beyonders to forge a massive world made up of sections of different universes and organized them into numerous realms. Five years later in the heart of one of these realms Spider-man whose been living in solitude is dragged into a series of events that could either destroy War World or save it. Spidey/harem
1. Chapter 1

So this will be a story that's set on a sort of world that's like Marvel's Battleworld and DC's Convergence world in that it's made up of a vast array of sections from different realties and Doom is the sort of God of this new world. Here Spider-man will be powered by a sort of fragment of the Phoenix Force, like the Phoenix Five from Avengers vs. X-men only he has the power of three members, so he's fairly powerful but not as powerful as someone that has all of it in them.

This harem at the moment is: Spider-man x Wonder Woman x Starfire x Zatanna Zatara x Grail x Huntress x Black Canary x Star Sapphire (Carol Ferries) x Artemis (The Amazon) x Poison Ivy x Power Girl x Jessica Cruz x Lady Shiva x Black Cat x Psylocke x Emma Frost x Spider-woman x Madam Web x Scarlet Witch x Firestar x Silver Sable x Carol Danvers x Black Widow x Mockingbird x She-Hulk x X-23 x Jean Grey x Elektra

Is it unrealistically big and a bit ridiculous? Hell yes, it is, but given half those women's very existence and powers defies our laws of nature, I say argument invalid, now shut up and enjoy the drama and lemons to come from this! Also, I may, and I mean MAY add a few women from other media's like girls from Mortal Kombat, Street Fighter and Darkstalkers, depends if anyone ones to see them. And not just women but other characters that I kind of want to see just because…reasons.

Also note, some of these women aren't their mainstream counterparts. For example, Huntress and Power Girl will be from the new 52 Earth-2. Poison Ivy is based off her Arkham games incarnation, Firestar will be based off Spider-man and his Amazing Friends and Elektra is based off her Ultimate Marvel counterpart.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used

* * *

"Five years… sixty months… one thousand eight hundred and twenty-five days… that's forty-three thousand eight hundred hours… that's over two million six hundred twenty eight thousand minutes… man sometimes being able to accurately count the passage of time sucks, makes me even more depressed than I already am!" a hooded figure whined as he laid sitting on the landing pad to what was once Avengers tower in the middle of an abandoned New York City that has long since been turned into a sort of jungle.

The hooded figure pulled said hood down to reveal a red colored mask with golden eye lenses that looked like tear drops almost only more pointed and angular. This was Peter Parker, once known as the Amazing Spider-man, member of the Avengers and Future foundation and a sort of pseudo X-man.

But now he was nothing more than a spider powered man with his old Iron Spider suit living in a long-abandoned city with the only company being the various animals that inhabit, along with quite a few that normally wouldn't like the large red lumbering T-Rex over on Broadway that has since regressed into a sort of mini swap with mangrove trees everywhere and scattered out for a few blocks in every direction.

The once famous 'Concrete Jungle' now truly resembled one with vines, trees and for some buildings large waterfalls erupting from them, partly thanks to his manipulations and well whatever caused this place to become like it is in the first place.

Some of the streets had become small rivers or even lakes and Central Park itself looked like a sort of miniature Rain Forest with trees over a hundred feet high, some of which looked like they came from another world. Well the boroughs Manhattan and the Bronx at least looked like this, Stanton Island and Brooklyn were now large fields of grass and flowers and Queens was nothing more than a giant marsh, he couldn't tell if that last one was supposed to be an insult in some form or fashion so he decided to leave it as conveniently insulting.

And surrounding the city past the small little grassland was what could only be described as a massive dessert that from what Peter discovered not long after he woke up here was the size of his solar system, well maybe not the entire Solar system give how large it was, but it was still over two billion miles!

The mask that Peter had on seemed to have melted away to reveal that he still looked young despite nearing thirty-six and if one was to see his body under the cloak and super advance armor that he's been tinkering with for almost two years, they'd be surprised to find that he had a physique that put every Olympic class athlete ever to shame, at least he thinks it might, he didn't know. He doesn't spend his time standing next to Athletes comparing his enhanced body to theirs, mainly because it'd look weird.

"Ugh mind wandering again…" Peter said as he shook his head to keep his thoughts from wandering down some rather irregular paths, being alone for so long tends to make one rather… off.

Peter let out a huff as he stood up and removed the cloak to display the rest of the Iron Spider suit before the mask reformed across his face and he walked off the ledge and fell towards the ground. He calmly watched the overgrown street rush towards him and waited until the very last minute to shoot a webline out and use it to swing just meters over the tall grass and flowers that have taken over the concrete and asphalt pathways and swung through the air. After reaching the apex of his swing, he leaped off the line and shot another out and used it to swing through the towering skyscrapers of this ghost city, occasionally passing a wide variety of birds that ranged from simple pigeons to truly exotic avians like parrots, eagles, or even vultures, thankfully these were actual birds, not a crazy old man that looked like he'd peel over at any moment.

"Though with how boring it can get here, I almost wish he'd pop up so I can make fun of him… and then beat him…" Peter said as he landed on a ledge covered in moss and flowers, a small cloud of spores shooting up as his fork made a hard landing and billowed into the wind "Wow, saying it out loud makes me sound like a jerk. I mean yeah, he was a bad guy but he still was like what ninety or something. I swear he probably went to the same school as Steve did!"

He didn't, but yeah, the guy was ooooooooooold… like ancient old.

Peter than let out a sigh as he looked up at the sky with narrowed eyes, he's long since deduced the star illuminating everything like it's day light wasn't a genuine sun even though it felt and acted like one. If Peter were to use some of the scanning equipment in the Avengers tower or Spidey Tower as he's taken to calling it since he was it's sole resident, they would find that the 'sun' was nothing more than a very, very convincing mystical conjuring made by none other than Doctor Doom himself.

Now one has to step back and ask how the hell could a man like Doom, powerful as he is, make something like that? Or better yet how the hell Spider-man ended up in a post-apocalyptic New York city inhabited by what looks like animals from every corner of the world and history in the middle of a super massive dessert in the first place. The answer was simple and really terrifying at the same time…

Victor Von Doom aka Doctor Doom had become… God!

Well not really, but he gained above god like power at the end of the Incursions after absorbing the power of the Beyonders as they went through the Multiverse trying to destroy it and for the most part was winning until Doom did something that somehow saved Peter and who knows, maybe others from dying somehow. Peter isn't sure what exactly happened or what went down, all he knows is that he woke up in the middle of this place about to be eaten by what looked like a cross between a Rhino, a Sabretooth cat with some epic looking golden colored eagle wings before God Doom himself showed up all dramatic like and saved Peter before turning to the terrified wall crawler and said in his dark and mocking 'I'm better than you and smarter tone'.

" _This will be your new home. Don't bother trying to leave anytime soon, the dessert is the size of the Solar System and your right in it's center. The heat out there regularly numbers close to one hundred and fifty degrees, there's no source of water even if you were to dig for miles down and I've had it that the sandstorms that regularly plague it are the size and strength of a category five hurricane that when they pass over this city become monsoons. Enjoy the rest of your life here until I decide to change something… Parker"_

" _Wait what?!" Peter said in shock at the man while trying to ignore the feeling of his spider-sense still going haywire in this man's absence._

He then vanished in a bright blue and white light that left the air smelling like brimstone, leaving Peter confused, scared and alone, not great combinations for a guy that covers up his anger, self-loathing, insecurities and fears with humor. So, after spending over an hour and a half trying to calm down with the knowledge he was trapped in a solar system wide dessert in the middle of a abandoned New York City, Peter did what any sane and rational man would do…

He told Doom to go screw himself, ranted and raved about how he didn't get to play god even though he had that power and cried… like a lot, so much that it was downright pathetic then heartbreaking after the first six hours and seven bottles of whiskey that Logan liked to drink that were still stocked in the Avengers Tower somehow…

"Thank god no one was around to see that… I swear if that gets out I'll never hear the end of it from Johnny… or Logan… or Deadpool… and maybe Bobby even though that last one might try to comfort me and use that time to sort of seduce me… sneaky ice powered bastard" Peter groaned as he paced across the ledge.

He loved Bobby Drake aka Ice Man like a brother but other than that… yeah no, he'll maybe have a threesome with the guy so long as they don't kiss, there's a girl between them at all times and nothing touches, other than that though… just no… no on soooo many levels.

So anyways, after wallowing in some serious and angsty self-pity for a few days Peter decided that if he's going to be staying here for a while, he might as well see what was the same and different about this New York from his old one and quickly discovered six things about it that were fairly intriguing aside from it looking like someone took the City that never sleeps, emptied it of people and then merged it with the Savage Land.

For one, the Hudson and East rivers along with the bay had turned into a lakes given there was no ocean for them to flow into now and the city itself was roughly thirty percent larger than the New York he used to know, Queens and the Bronx both being larger and Stanton Island possessed a small volcano that has yet to erupt, but given Peter's luck it'll go off at the absolute worse time for him, just to make whatever situation he was in all the harder because if there's one thing Doom can't control about Peter Parker, it's his shit luck.

Like seriously, there can't be someone else out there if there is anyone that has worse luck then him and if there is, he'd love to meet the guy and say these magical words… Sucks to be you pal!

The second thing he discovered a little over a month into his sort of imprisonment here was that quite a number of buildings didn't even look like they belonged in his time period. They looked like something he'd see whenever he went to the future around Miguel O'Hara's time, maybe a bit later.

The third was It also has a large subterranean part to it that was half the size of the city up top that was filled with quite a few interesting things from bioluminescent plants and animals to lave from the Spider Volcano, yes he named it cause he's always wanted something named after him like that, and a large underground lake that was a good half mile deep and entered quite a few caverns that were easily the size of New York City.

Peter entertained the idea of trying to get out of this place by going through them but he quickly discarded that thought after finding out there were some really big and mean looking creatures lurking in there, plus he doubts Doom didn't overlook that little possibility. He may be an arrogant sociopath, but he was no idiot, not by a long shot sadly. Peter always hated when villains were smart, makes fighting them harder and his quips have less of an impact on them… mainly because they can dish out some mean words of their own.

The forth was there was no seasons, so it felt like he was in the amazon all the time from the hot scorching heat to the unbearable humidity. Night and Day still seemed to work in that as it gets closer to night the sun slowly begins to go through the changes of bright yellow to sunset orangish red and then eventually it morphs into a moon that also happens to go through it's phases, and just last year he got to watch a Solar Eclipse and nothing bad happened!

The fifth thing he uncovered while looking through this place, specifically in what Marshlands that were once Queens. It was a small glowing egg right smack dab in the center of the borough and after a little investigating on his part, Peter discovered something truly shocking about it…

It was a Phoenix Egg!

Why Doom gave him that, because he knows there was no way Doom could have missed something like that, he'll likely never know until it's screaming in his face. So, after freaking out a bit as was standard procedure for him when it came to cosmic level stuff like this, he very, very carefully took the egg and brought it back to the Tower where it was sort of incubating he guessed and waited for it's inevitable hatching which something told him was coming, and soon.

The sixth and final discovery he made that really caught his attention was Avengers Tower still had power even though there was no power source. At first Peter thought it was perhaps a Arc Reactor generator or something that Stark made but quickly found that whatever generator he had was destroyed and looks to have been for decades. So, he pieced it back together and other things in the tower and even at the Baxter Building after finding it still has power too just in case that whatever is powering them one day runs out, if for nothing else it's because he can't stand going a life time without power or his recent creation which makes things all so eas-

" _Peter, there's a disturbance along the northern Bronx border"_ an electronic female voice echoed through his suit's com.

Peter stopped his pacing as he looked to the north with his lenses narrowing slightly with a electronic whirl "What is it?"

Her name was Karen, an A.I. that he built in Stark's lab a few months ago as a sort of companion to keep him company and let him know what was going on through the city through a massive network of sensors, cameras and a host of other surveillance equipment he's set up over the years. It was either that, or go crazy and Peter refused to end up like Deadpool!

" _I'm picking up… a person. A female to be precise!"_ the voice said with what sounded like surprise before it took on a monotone like quality _"Hurray, just what we need, another woman"_

Peter rolled his eyes at Karen's comment as he shot a web line off and began to swing north towards the Bronx "Haven't even met her yet and already your jealous"

" _You programed me to feel jealousy when or if a female ever showed up because you believe your irresistible and any actual two women would fight over you"_ Karen deadpanned as Peter swung through the towering skyscrapers of Manhattan.

"Well they would, after all who wouldn't love little old me?" Peter said with a chuckle.

" _A woman with standards for one…"_ Karen replied before a small window came up on Peter's HUD that showed the area the woman was picked up. He could make out a figure lying on the beach of the lake there that was fed from an underwater river that came from a small nearby water fall but the camera wasn't close enough to give an I.D.

"Well whoever she is… she's a blonde" Peter said as he could make out the woman's hair color at least.

" _Ooh goodie, a blonde. This just gets better and better"_ Karen said with a drawl.

"…I'm going to give your matrix a look over later. That whole jealousy thing, yeah not feeling it" Peter said as he shot another web line out.

" _I await to have your hands running over my software with baited breath… if I could breathe"_ Karen said before she ended the call.

"Thank god I didn't give her a body yet…" Peter said with a sigh as he continued towards this unknown woman, happy to see that perhaps Doom has finally allowed him to have some company… or maybe something else was going on, he didn't know but he was going to find out… assuming this blonde wasn't a super villain, that was the last thing he needed today.

"Though given how… well I wouldn't say good but better than okay life has been going these past few years, I think I'm about to enter a world of complications, drama and pain"

He had no idea just how accurate that would be in the coming months… cause if he did, well he still would have gone to investigate, because curse his curiosity, loneliness and hero complex!

…

It didn't take long for Peter to reach the area that Karen picked up the unknown woman's presence. Thanks to being the only human in this place he didn't have to constantly stop every three or four blocks to stop a crime in progress or contend with some super villain that wanted to be the one that would finally do him in.

"Wow, never thought I'd miss people either yelling at me, calling me a menace and just trying to make my life difficult…" Peter said as he was cautiously walking towards where the woman still was based off the camera feed.

He passed a few dozen deer that were grazing and a nearby pack of Velociraptors that were basking on a large rock, enjoying the mid-afternoon sun. He made sure to keep a close eye on them as he saw several of their number watching him pass with calculating eyes.

'Here's hoping they've fed already. Really don't feel like fighting a pack of raptors while trying to rescue a hopefully still living person only for them to turn around and be a bad guy or something" Peter groaned as he hopped over a small stream and approached the lake and made out the woman who was beginning to stir.

Peter double timed it towards her and was just about to call out before he came to a skidding halt as the woman turned towards him.

'This is either going to end really, really bad… or in a fight… probably both' Peter thought with a gulp as he instantly recognized the woman.

Emma Frost…

"Spider-man…?" the powerful blonde telepath said with surprise as she stood up to show that her top was nearly torn to ribbons with her left breast on full display and her white knee-high boots were muddy and covered in tears with bits of grass, mud and algae still clinging to the woman's hair and yet still couldn't make it look bad.

"Uh h-hey Emma" Peter sent a wave towards the woman while looking above her head so he wouldn't stare at her chest.

It was one thing to fantasize about the White Queen and a whole other ball game to fantasize about her when she was right there within mind reading distance.

' _Wait, dose she even have a distance limit?'_ Peter thought before-

' _No, I don't'_ Emma's cool voice flowed through his mind before it was suddenly gone along with her presence, leaving him feel a little violated.

"Not cool!" Peter said with narrowed lenses as Emma mentally ran through the information she gleamed from her prodding.

"Be grateful I was gentle, normally I'd leave whoever's mind I'm probing for information a jumbled mess as they drool on to the carpet" Emma replied before her face adopted a frown "You're the only one here?"

"Uh yeah, well there's also Devil Dinosaur that I found a few months back wandering around in the Marshes and I made Karen to keep me-"

"So, you've been here for over five years with the last known human contact being with Victor before he vanished?" Emma asked with a quirked brow before she sighed at his nod and rubbed her brow "Well this is just splendid"

Peter rubbed the back of his head as he tried to ignore the sort of insult she directed at him "Sorry… but hey while we're on the subject, have you-"

"Met any others since Doom's made this world?" Emma interrupted coolly before she nodded "Yes, I have"

"Really, who?" Peter asked with a small amount of longing in his vice "Was it the X-men, are they still around? What about the Avengers or the Fantastic Four or even-"

"I'll explain later but for now I'd like to leave this place and get a change of clothes because as much as I don't mind standing near naked in the middle of a small savannah in what was once the Bronx Zoo with a man that I'm willing to admit his physically appealing, I'd like to take a shower and rest a little" Emma said as she walked past Peter.

"Oh, yeah uh okay. Talk later I guess" Peter said as he followed after Emma and tried his best not to watch her body or think how attractive she looked in the torn-up clothing or how the sun reflected off her wet body.

Hey, he hasn't seen a woman in over five years and has been on his own since then, give him a break. Plus, it's Emma freakin Frost, what man or woman wouldn't stare?!

"Very few mister Parker" Emma said as she sent a icy glare towards the pack of raptors Peter passed earlier when she sensed a need to feed from them.

The small lethal animals let out squawks of surprise as they felt a slightly painful psionic pinch that caused them to scatter from the woman. Peter watched this before looking at her with a frown.

"Couldn't you have been a little nicer about it? They were just hungry" Peter said as he saw the Raptors scurry away.

"Their animals Peter" Emma said indifferently with a wave of her hand "They should be grateful I didn't make them extinct"

Peter gave her a slight scowl as he followed her back to his Spider Tower _'I'm starting to wonder if I should have even bothered trying to help her…'_

' _The feeling is mutual Spider-man'_ Emma projected into his mind with an annoyed tone as they silently made their way through the overgrown streets of New York City.

…

* * *

Next chapter, Peter finds out what's been going on these past five years and what Doom's been up to!


	2. Chapter 2

Answers to reviewers' questions or statements

 **DannyPhantom619** : Eh I'm willing to try and be half as good. Will it work? Hell to the no. Should I still try at least? Probably not but I've started, best I can do is keep going and hope for the best.

 **treyalexander63917** : A few DC and Marvel characters that I like, both hero and villain. Most of them will be alternate versions of their mainstream counterparts.

 **Dusty Anderson** : I'm sort of taking a break with that story. I'll update it as we get closer to Thor Ragnarok release date.

 **Marveldcfan** : She's similar to the Shield A.I. from that game. I figured that if Peter ever did make an A.I. he'd make it like that just for laughs.

 **90skid4life** : I've narrowed down the Wonder Woman to either Flashpoint, Injustice or her Earrth-32 version which is the universe where events like Kingdom Come happened. It's a good story by the way, one of the best DC has ever made, I highly recommend it.

 **Ben Dover** : I may add her but it'll be a while until I get to the possibility of introducing more women.

 **Spawn Hades** : I was, it was just Peter's nearly human contact depraved mind wandering again. That's going to happen a lot with him when his mind will start to wander into some rather interesting places.

 **lelouch22** : Yeah, some of the changes he's made to the Iron Spider suit will be shown soon.

 **Cosmicspiderking** : I may add some of those, but it'll be a while until I get around to adding any more women.

 **Guest** : Yeah Emma can be a real bitch sometimes. A hot and very compelling one though.

 **JC** : I will, the story isn't very compelling if like in the same chapter Peter meets one of the girls and then sleeps with her. Give the two a little development before going that far, maybe a near death experience or two. As for the women feel like their being cheated on, eh not so much that as they'll feel I don't know jealous that his attention isn't on them at the time. They're not needy but it's more of a manner of pride if anything. I may add Vixen or Strom later on.

 **Guest** : Jessica Drew is her 616 mainstream version. I may add them later on.

 **cornholio4** : Pretty similar but being alone for over five years has done some rather interesting things to his psyche. Some women will be alternate versions of themselves.

 **Cyclopz** : It'll be a long ways off until we get to dealing with Doom and even with the Phoenix Force, Doom has the power of all of the Beyonders, not just one which is powerful enough on it's own. Yeah I'll take a few suggestions on realms he can visit, it'll be a while until he gets out of his little realm but once he does I'm going to have him go through a couple.

 **justafan** : We'll be getting an idea of what Emma has been doing the past five years, same as everyone else and hate to say it, it wasn't pretty as you'll see. Also Peter wasn't the only hero that was separated from the rest and put into isolation. We'll be seeing who else later on.

 **SuperHappySpider** : Yeah I have in the past, one of which was a Spider-man Wonder Woman and Fallout crossover.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used

* * *

Emma let out a moan of content as she stood inside one of the many luxury showers that were scattered throughout the Avengers Tower, or Spider Tower as Peter has been insisting she call it after arriving a few hours ago.

The last thought caused the blonde beauty to roll her eyes as she ran her hands through her hair "If he thinks I'm calling it that, then it'll be a cold day in every hellish realm on this world long before I even consider it"

" _Miss Frost are you done with your shower? You've been in here for the better part of an hour"_ the electronic voice of Peter's A.I. Karen echoed through the steam filled room.

"Yes Karen, if only so you'll stop pestering me" Emma said as she shut off the faucet and telekinetically called of a towel and wrapped it around her figure.

" _I apologize miss Frost but there's only so much hot water left in this tower at the moment and I'd rather not have to deal with a foul-smelling Spider-man"_ Karen replied dryly.

"How could you, you're an A.I." Emma said as she looked up towards the celling with a frown "You can't smell"

" _It's the principal of the matter"_ Karen replied as Emma entered her room which was rather sparse given that no one's lived in it for who knows how long. She couldn't even get an empathetic impression from the space because it's been unoccupied for so long, possibly longer than Peter knows.

' _At least it's clean'_ Emma thought as she let the towel slip from her body as she walked over towards the closet and opened it to reveal that it was mostly empty aside from a large machine resting on the ground with a small holographic touch screen on it and the words STARK on the side with a small serial number.

Emma quirked a brow at this as she carefully placed her hand on the screen and let it scan her before it suddenly opened and an electronic voice spoke.

" **Stark Fabricator online"**

"Interesting…" Emma murmured as she saw the screen widen to show a host of options for clothing material ranging from silk and cotton to polyester along with dozens of clothing designs and choices.

She entered a few commands and selected a color, white obviously, and waited a few seconds as the machine glowed, whined and beep before a medium size hatch opened with steam pouring out of it as her clothes were slowly lifted into the air by small anti-gravity thrusters. Emma rolled her eyes at the display as she took her garments and began to place them on

After a few moments, she glanced at a nearby mirror and examined her figure with a critical eye before she nodded in satisfactory before she turned and left her room to find Peter so she can update him on what's been going on with everyone these past five years.

It was a conversation she was not looking forward to, mainly because of the numerous questions he'll have and the amount of comments he'll also have.

' _If Logan can put up with him for so long and not snap, then I should be able to easily…'_ Emma thought as she sensed Peter was in what constituted as the Tower's main living room.

…

Peter let out a yawn as he laid back in a small recliner in the center of the Tower's largest and most stocked living room before a massive flat screen T.V. with perhaps the best surround sound hook up he's ever seen with a multitude of gaming consoles before it in small shelves that sunk into the ground when not in use.

' _Really have to give it to Stark, he'd make one helluva a home theater designer if being a billionaire playboy hero doesn't end well for him'_ Peter thought as he settled into his chair and was just about to fall asleep when he heard Emma's voice.

"Shall I come back after you've had your little nap or can I assume you can hear me as you drool into the arm rest mister Parker?"

Peter jumped slightly before he looked over at Emma and felt himself blush as he took in her attire. He remembers that Emma has always been one for rather provocative clothing that half the time bordered on indecent but he forgot just how scandalous it could be in person.

She was cladded in a sort of white mesh crop top that was just translucent enough for Peter to see she wasn't wearing a bra over her ample breasts, a very short white skirt with a slit on both sides that allowed greater movement for her long legs with a pair of knee high white heeled boots.

Emma quirked a brow at Peter as she placed a hand on her hip "Are you going to stare all day or would you like to hear what's been going on these past years with everyone while you've been in isolation?"

"Can't I do both?" Peter asked, a few years ago he's never ask such a thing, at least vocally but hey after spending five years along with the only company being a A.I., dinosaurs and a host of other animals and hybrids of the animal kingdom, he's not going to let this moment go to waste.

' _Besides, she always dresses like that, so I doubt she gives a damn of me staring at her'_ Peter thought as he gestured for Emma to continue.

The blonde seemed to have heard his thoughts which caused her to roll her eyes as she made her way towards a nearby chair, a obvious sway in her hips before she sat down and crossed her legs at the knee.

"Hmm where to begin, I suppose it all started right after our earth and the other earth collided during what was apparently the final incursion, courtesy of the Beyonders" Emma said as she leaned back in the chair "When we came to, me, the X-men, the Avengers and the people from the other earth all woke up in some sort of large empty chamber… but we weren't alone"

"What do you mean?" Peter asked with a frown.

"As it turns out, the Beyonders were doing more than just wiping out our Multiverse, they were also wiping out another in a similar fashion only it seems they were having better luck since that one didn't have as many cosmic gods for them to wipe out first and their multiverse had only 52 universes" Emma said with a shrug as she examined her nails and made a note to pain them afterwards "Apparently these people call themselves the Justice League, the Justice Society and several other groups that I can't be bothered to mention"

"Justice League?" Peter said with a raised brow "Huh… so what's their battle cry? Justice League unify or-"

"They don't have one far as I can see, now hush so I can continue" Emma said with a mild glare of annoyance.

"Yes ma'am" Peter said with a defeated sigh.

Emma nodded at this "Good boy, now as I was explaining, not long after we discovered this little bit of intel, Doom appeared to inform us that he had succeeded in stopping the Beyonders from destroying everything to an extent and we were now all living on one super massive world that he had constructed to house all of the worlds from both of our respective universes that he was able to save before everything came crashing down and faded into oblivion"

"Super massive world, how big is this place?" Peter asked with caution. If the desert he was in was the size of a solar system almost, it had to be massive.

Emma stared at Peter blankly for several long moments before she answered.

"It's the size of a galaxy"

"…"

"…"

"…Oh…" Peter said with wide eyes, that was… that was pretty freakin big and made this place seem even smaller.

"That's it?" Emma asked with some confusion "Just 'oh'. No 'That's crazy' or stupefied awe?"

"In this line of work after this many years, is there really anything that can take people like us by surprise anymore?" Peter asked with a snort of humor.

Emma thought it over for a moment before she conceded "Fair point, though this Justice League seemed to be shocked that such a construct of that magnitude could exists, particularly the one that calls himself the Flash… he kept going on how it was impossible and that this planet would collapse in on itself if that were true"

"Heh, wait till he meet's Galactus and half of his super mega warship armada" Peter joked.

"He did" Emma said with a frown "As it so happens, Doom or God Doom as he's asked us to refer him as such and has-"

"You think someone had a religion created for him?" Peter asked suddenly with a raised hand, as if he were a child and she an incredibly hot teacher that he'd kill to have when he was in school still, both as a student and a teacher "I mean if they did, what would you call it?"

"Peter…" Emma said with a sigh of annoyance.

"I mean would it be Doomilism, Doomology… Doomanity?" Peter asked with a thoughtful expression while he cupped his chin.

"Peter…" Emma said, her voice growing more annoyed.

"I mean, what would Sunday service for that religion be like if they have it on a Sunday? Lots of third person speaking and how his battles with the Fantastic Four are biblical or something?" Peter said as he scratched his head and thought it over some more, oblivious to Emma's growing irritation "Is there a Doom Christmas, Doom Easter… Doom Hanukkah?"

Emma's brow was twitching slightly at the man has he went one and on "Peter, I swear to god-"

Peter gasped in an overly dramatic tone as he raised a shaking finger towards her "Do not invoke Doom's name in vein heretic!" He then fell to his knees and held his hands as if her were praying "Oh lord Doom, she sorry, she didn't mean it, please have mercy oh great and powerful lord Doom!"

Emma stared blankly at Peter, fighting the urge to crush his mind with her's as he continued to go on and on about sparing her and that she'd convert to Doomanity. She was now being reminded just how much he can talk if given a chance.

"You know, I can just see it now. Begone foul demon in the name of Doom! Doom bless you! Praise be Doom! Ooh, ooh how about Doomdammit!"

" **ENOUGH!"** Emma shouted with enough force in her voice to cause Peter to flinch as his spider-sense went off in warning.

"…Sorry, it's been a while since I've had someone to talk to and annoy" Peter said with a nervous laugh thrown towards the beauty as he got back in his chair "Please continue to tell me how horrible things got after finding out Doom has made himself a god"

Emma stared at Peter for several long moments before she sighed and continued her story where she left off "As I was saying, Doom's either convinced or more likely enthralled Galactus of all beings to be a sort of Enforcer of his rule. His top lieutenant, his all-powerful attack dog, basically he sends him to deal with… inconveniences… that plague this world that he can't bother to fix himself"

"… Doom with Galactus at his command… that's just all kinds of 'Nope fuel'" Peter said as he rubbed his head at this "And let me guess, everyone found out about Galactus being Doom's enforcer when they first tried to attack him?"

"In a manner of speaking" Emma said as her cool expression was replaced with… sadness "Scott as you remembered had the Phoenix Force thanks to that Phoenix egg he found a while ago and used it to try and fight Doom and…"

A tenses silence followed this as the two sat there with the only sounds being a few parrots that landed by one of the opened panels in the wall to wall, floor to ceiling window a began to repeat words that they've heard at some point.

"Emma…" Peter said as he leaned forward with a worried look on his face "What happened?"

At this Emma chuckled darkly before giving Peter a bitter smile "What do you think happened darling… Doom killed him as if he were some weak meager human and not at the time one of the most powerful beings alive…"

Peter's eyes widened at this, while he and Scott never really got a long, and that whole incident with the Avengers, the X-men and Hope having sullied any good standing that was between the two men, Peter could always say that he was a sort of descent guy, most of the time… well his time displaced self was nicer to talk to. But still, to hear that Scott was killed by Doom, even when he had the Phoenix Force of all things backing him up…

' _Damn…'_

It was then that Peter heard a choked sound from Emma and saw that she as wiping a few tears away "Heh, it's been five years and here I am still broken up about it"

"I doubt anyone can get over watching a loved one die so soon… if ever" Peter said as he looked out the window to see it was nearing dusk.

"You would now better than most I presume" Emma said as she wiped a few of her tears away and began to recompose herself.

"Probably… definitely a lot more than Stark or Pym ever will" Peter said as he rubbed the back of his neck "So after…. I guess the others went for an all-out attack on Doom?"

"Correct. The Avengers, the X-men, the Justice League and Society… we threw everything we had at him and not once did he ever move or react. Even when Superman, one of the people from the Justice League, Hyperion, Thor and Blue Marvel hit him with everything they had" Emma said as memories of the battle surfaced in her mind, images of how completely outclassed they were against the malevolent monarch as he just stood there and watched them try and pose a threat "With just a wave of his hand, he froze us all in place and then he told us why he saved us and saved so many realities from both multiverses and possibly others…"

"Let me guess, he wants us to worship him as a god or something?" Peter asked with a dry look, leave it to Doom to gain a god complex, though from the sounds of it, he's sort of earned it at this point.

"Heh no… but he did hint he wouldn't mind. No, he saved us, and the so many others… because he could. Because he wanted Reed to know that it was him that saved so many" Emma said as she rubbed her brow in aggravation, with Doom it was always ego more often than not that drove the man "Afterwards he told us he'll be sending us to a number of these realms as he's called them which range from being the size of entire earths from another universe or just a city that he has scattered all over this world. His rules were pretty straightforward 'Keep the peace, don't start wars unless there is no other option and don't think of even trying to overthrow him" Emma said as she stood up and paced about the room with her arms folded under her bust.

"Then Galactus showed up and he had us all teleported to different realms. Thankfully most of them were bordering each other so getting back into contact with each other was easy for the most part. Some we went months before seeing them again. But some like the Hulks, Banner, Ross and Walters? We haven't seen them since, hell they weren't even with the assembled group when we first got here…"

Peter hummed at this "And I take it that the peace didn't last before something happened?"

"What gave it away?" Emma asked dryly.

"We're superheroes, when do good things ever last long?" Peter asked dejectedly.

"…Enough to make their loss even more unbearable" Emma said with a sigh as she turned towards Peter with a stern look "One of the rulers of another realm, an alternate version of Superman led what he called the One Earth Regime and has allied himself with several other likeminded realms, one of which had a sort of Russian Superman and formed a sort of alliance"

"Well that sounds… unpleasant" Peter said with a face.

"It was, So Steve, Ororo who's now leading the X-men, the Justice League and a few other realms, some of which had alternate versions of us living in them, banded together and formed our own collation to combat this new threat" Emma said as she ran a hand through her hair and her fingers trailed over a small scar she received during one of the battles when the Regime laid siege to her realm "The fighting lasted for months… a lot of people, some heroes and some villains that quickly chose sides between the two factions when the fighting started but mostly innocent people also inhabiting this world died"

"And I take it Galactus stepped in and put a stop to it?" Peter hazard a guess, he was starting to think, a small selfish part of him, that he got off lucky compared to the others _'Hopefully everyone's okay…'_

"Yes… but he wasn't alone" Emma said with a disturbed look "He also had a legion of what are called Yellow Lanterns under his command. They use these rings that allow it's wearer to create hard light constructs that are powered by fear and the greater the fear you inspire, the more powerful you can become or so I'm told"

"And Galactus is terror personified. Hell, just the sight of him usually sends people flying in the other direction by the millions" Peter said.

When your called the devour of worlds and have hundreds if not hundreds of thousands of planets settling in your gullet and have servants that could level planets singlehandedly on their own, you tend to get a pretty intimidating rep pretty fast.

"The war ended in minutes. Few could stand the might of Galactus beforehand, but with him wielding a ring that gives him more power or at the very least, more ways to fight, along with a legion of others that can do similar things with several powered by the power Cosmic… it made the Serpent and his Worthy's attack on earth look like a fuckin joke!"

Peter felt his teeth rattle as the room shook from the unintentional psionic wave that Emma emitted as she paced before him, her hands abled into fists so tight that he half expected her nails to break the skin and draw blood. After a few minutes, Emma had finally calmed down and took a calming breath.

"Sorry, it's just-"

"No it's okay, I get it. Things went from bad to hell in a heartbeat" Peter said as he stood up and placed a hand on her shoulder "But at least the fighting stopped, right?"

"In a manner of speaking…" Emma said with a dejected look "The only reason Galactus and his new Heralds got involved in the first place was because the Regime had gained possession of the Ultimate Nullifier or a version of it"

"…Holy shit" Peter said with wide eyes.

The Ultimate Nullifier was one of if not arguably the most powerful weapon in the universe, or well at least his and Emma's. Even Galactus would back down if someone pulled it on him which has happened before.

"Yeah, thankfully the Regime had no idea how to use it but I suppose God Doom didn't want to risk it and so he sent Galactus to put a stop to the conflict and confiscate the weapon. Afterwards, God Doom forced both sides into a sort of tense cease fire. You could say they're in a cold war at the moment" Emma said.

"How long ago was this? Like a few months, weeks-"

"Peter… all of this happened in the first year and a half we arrived on this planet" Emma revealed with a serious tone "Tens of millions of people, two realms each the size of this one and an entire alternate team of X-men and the Defenders killed all in just eighteen months…"

"Oh my god…" Peter said with wide eyes before he saw something in Emma's eyes that caused his stomach to drop, it was pity "Emma… who else died in this war? Anyone we know from our universe?"

The blonde telepath was silent for a moment as she stared at Peter for several long moments before speaking in a low voice "Just one person far as I could tell… Franklin"

Peter stared at Emma in complete shock for what felt like hours, neither one saying anything "W-What…?"

Emma seemed to hesitate on revealing anymore details before she let out a small sigh and looked him dead in the eye "Franklin… Reed and Sue's son, he was killed in the first few months of the fighting by one of the Regimes newest and most brutal members…"

Peter stared at her for several moments as his mind raced at the knowledge that someone had killed Franklin, one of his biggest fans and his sort of pseudo nephew. The kid that always wanted to help and was always looking for an adventure to go on and always seemed to have a smile on his face. Peter isn't sure how long he stood there in stunned silence, half hoping that Emma would suddenly just give him a cruel smirk and say something along the lines of 'gotch's sucker' but she never did. The look in her eye was all too real for it to be some sick joke on her part.

Minutes of tense silence passed before he was suddenly holding both her shoulders and looked at her with a dark rage building within him "Who was it Emma? Who killed Franklin?"

The omega level telepath held Peter's gaze for a moment before she gave him the murderer's name.

"Norman Osborn"

…

* * *

And done.

Next chapter, Peter tries to come to terms with what Emma has revealed to him with Karen's somewhat support and scolding while Emma makes a rather interesting discovery in Peter's tower that possesses some rather impressive… firepower.


	3. Chapter 3

Answers to reviewers' questions or statements

 **DannyPhantom619** : Yeah, which why I'm finding it odd that he's been taking a back seat in so many major events that went through Marvel lately.

 **Atdown** : He would have mentioned it had Emma not just drop a bomb on his lap about Franklin and Osborn.

 **JJChanlder** : Dormammu is around, but he won't be appearing for a while. As for the MCU, no they aren't here, let's just assume that they and the other 'live action' universes are in their own little bubble made by Doom to keep them apart from the rest.

 **Marveldcfan** : We'll be seeing why it is Doom isolated Peter has the story unfolds and there is more to it than just that. The endgame of Doom's great plan is actually kind of messed up.

 **Guest** : It'll be updated soon. The next chapter is three quarters of the way through.

 **Gamerslegacy** : Some, the Marvel women specifically, will believe he's been dead this whole time while the rest still hope he's alive. But they all still remember him, baring the DC women for obvious reasons.

 **Ryzlow** : We'll see but Peter is now a lot more motivated to get out of his prison now.

 **Death Fury** : We'll be seeing what happened to the likes of the Hulk and Deadpool soon. But for the moment they are alright.

 **superpeirce** : We'll see as time goes on but Peter wasn't the only hero that was isolated by Doom. There are a few others too.

 **Justafan** : No it was the Franklin that Peter knew, not some alternate version but that does give me an idea for a part of this story later on. We'll be seeing how Emma got here the next chapter.

 **Spawn Hades** : Peter will be getting a few things but not too much, besides he already has a few things as we'll see this chapter and in the next few.

 **MCRasengan** : Nah, as powerful as a White Lantern is, Doom with the Beyonders power is leagues above him, but he could take on Galactus for a time and maybe even beat the guy. We're talking a Justice League and Avengers team of White Lanterns to take on Doom as he is now. Ohh how I wish I could see that in my lifetime at some point on either the brig screen or in a comic.

 **StarCarnage** : Peter isn't the only one, there are a few other heroes like the Hulks that have been separated from the rest of the heroes including some villains. But yeah Peter being isolated, Emma ending up there and soon others, it's part of a very complicated plan that Doom is hatching. What it is and the endgame won't be seen for a while but damn it'll be twisted, at least I think so and also tragic. Part of me just wants to say to hell with it and have Peter end up with both the Injustice and Flashpoint versions of Wonder Woman.

 **Erofox** : Yah I am a little, those bastards! And it was like she went out like a punk. If you're going to kill of a hero, at least make it epic or tragic instead of she pushed Miles out of the way and got her neck broken. That's not tragic or epic, that's just WTF?!

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used

* * *

"N-Norman killed him?" Peter asked, his vision starting to turn red as he felt his body shaking in a combination of shock and rage.

Emma, either didn't care of a possible out lash or was ready for it, continued with a small sympathetic nod "Yes, he thought killing someone you cared about like Franklin would draw you out from wherever it was he said you might be hiding… it didn't, obviously"

Peter mentally tried to calm himself, either by counting backwards or just trying to expel the anger from him, but given it was Norman that was once again the source of this anger, that was rather difficult "And… and uh I take it Reed, Sue and Valeria didn't like that, or Ben and Johnny?"

"No… after they discovered what Osborn did… they killed him" Emma revealed with a blank expression "Actually, to be more accurate it was Sue that did… she created a small forcefield inside Norman and had it slowly expand until it tore him apart so for the moment he's dead even though I guarantee he somehow came back from that. It wouldn't be the first time he's cheated death. Still, most of Justice League and Justice Society barring a few didn't take this too well. They're even more anal about 'no killing' then you or Rogers are believe it or not, and thought the Four should stand trial or something along those lines because they hunted Osborn down and killed him after the fighting was all over. At the time, I could care less about what was going on. Me and the other X-men and what Mutants we could find after everything was said and done withdrew back to our realm baring a few like Bobby and Angelica that stood by the Four's side"

"And the Avengers, did they say or do anything?" Peter questioned, slightly happy that his two best friends and former teammates Firestar and Ice man stood by his surrogate family.

"Yes, they supported the Four's actions. Granted some weren't happy with what she did but every one of them knows what kind of monster Norman is. Sides were quickly made as the Coalition broke up and just as it looked like another war was about to break out, this time between the Justice League and Avengers, they left. No one's seen them since" Emma said as she sat down and rubbed her brow "Afterwards, relations between the Justice League and Avengers soured even further and are now… I won't say enemies but quite a few of their number are no longer welcomed in the other's realms or affiliated ones that are under the Avengers protection or in some cases rule. The Inhumans as well last I checked after one of the League's members, Batman, tried to hack into their network and spy on them… it didn't end too well and nearly resulted in an all-out war between The Inhumans and the Justice League. One of the League's Supermen got an up close and personal taste of Black Bolt's voice even. From the look on his face, he wasn't used to being hurt by someone"

Peter nodded at this as he slowly dropped to the ground and held his head in his hands while Emma stood there watching him with a look torn between pity and sympathy before she adverted her gaze as she began to see him shaking and trying to stifle most of his sobs at hearing that someone he saw as a sort of nephew and was often affectionally called his biggest fan… was dead…

Murdered by his greatest enemy, the Green Goblin, Norman fuckin Osborn.

' _Damn him, damn that sack of shit!'_ Peter mentally raged as he suddenly stood and placed some distance between him and Emma before he slammed his hand into the wall, the entire wall cracked and Emma swore the entire floor shook from the force of the blow as Peter continued to punch the wall for several long minutes, the only sounds being his fist making contact with the re-enforced wall before he let out a loud enraged scream and slammed his hand into it with enough force to cause it to collapse into the hallway on the other side.

Emma flinched a little before she quietly backed away and left the room, intent on giving the man some space. Lord knows she needed it after Scott died in front of her and from her own observations of Peter over the years, the man while normally would internalize his anger had a nasty habit of lashing out when it came to the Green Goblin…

Peter stood there for several moments, his anger rinsing as he glared at the ground while he tried to force himself to calm down before his body tensed and what appeared to be a small shockwave or dark red energy erupted from his body and threw a vast majority of the light weight furniture around the room as if a small tornado had erupted inside. Peter then let out a yell of rage as he slammed his hands into the ground, almost breaking through into the floor below and creating a multitude of cracks and crevices within it.

Peter tore his hands from the damaged floor before he grabbed what was left of a chair and threw it against windows, the glass shattering from the force of the blow before Peter turned his attention towards the wall and threw his bloodied fist into it with all the strength he could muster at the moment.

 **KRAKOOOOOM!**

The wall shook and cracked under the force of the inhuman blow and before it could recover, Peter's fist slammed into again, and again, and again… soon the room was filled with the sounds of Peter's fist connecting with the slowly deteriorating wall.

Karen who was viewing Peter's outburst began to grow concerned as the readings she was receiving from the sensors in the wall were troubling and decided to speak up.

" _Sir, would you please stop-"_

 **KOOOM!**

"… _Never mind"_ Karen said as she used the tower's cameras to watch as Peter more or less destroyed the living room in a fit of rage worthy of the Hulk.

The walls had numerous craters in them from him either punching or kicking them and all of the furniture was in pieces from either being thrown into the wall by Peter or being torn apart by the enraged spider powered man himself when he emanated a powerful pulse of unknown energy.

"That fuckin animal!" Peter shouted as he slammed his fist into the wall again, the entire floor seemed to shake under the blow now "WHY? WHY DOES HE ALWAYS HURT OTHERS JUST TO GET AT ME? WHAT, IS HE THAT MUCH OF A FUCKIN COWARD HE DOSENT HAVE THE BALLS TO FACE ME HIMSELF?!"

" _Well to be fair he couldn't find you and it is known that threatening people you care for has a way of dragging you into the open"_ Karen replied as she watched Peter let out an enraged yell and slammed his almost broken and bloodied fist into the wall again, this time the entire surface cracked and crumbled, leaving a massive hole and exposing the inside of the tower to the humid cool air outside.

…

Emma frowned as she felt the ground shake, likely from Peter's outburst. It sometimes surprised her just how powerful he really was. Now granted he wasn't like Juggernaut or Hulk, but he was a lot stronger than most give him credit for.

' _I doubt he even knows the full limits of his power'_ Emma thought as she continued to explore this building, seeing how similar and different it was to the Avengers Tower back in her's and Peter's now long-gone universe.

As she made her way through the halls she suddenly sensed something that caused her to stop dead center in the hall. It was both familiar and different at the same time and it seemed to be coming from just down the hall. Emma's eyed narrowed as she began to carefully approach the room, even from here she could feel the raw psionic energy leaking from within. She had to throw up a psionic barrier of sorts and lockdown her mind as with every step she took closer to the door, the headache she was beginning to have worsened.

Finally, she arrived and very carefully opened the doorway as she slipped into her diamond form and was greeted to something that stole her breath away.

It was a Phoenix egg!

"You've got to be fuckin kidding me" Emma gaped at the sight of such a powerful and painfully familiar cosmic entity wrapped up in a blanket and resting next to Peter's bed like it was some sort of nightlight or chicken egg that needed to be incubated.

The egg glowed dimly in the mostly dark room, the faint light reflecting off Emma's diamond form as she carefully approached the egg. Just as she was within three feet of it, a small arc of fire erupted it from it like a solar flare. She stopped dead in her tracks, she didn't know if it was just a natural occurrence or perhaps a warning, with the Phoenix she didn't want to take the chance.

' _I can't believe it, he has a Phoenix egg here…'_ Emma said as she gazed at the solid shell of cosmic energy, within was one of the most powerful forces in all of existence. She was tempted to reach out to it, who wouldn't when the key to god like power was sitting there right in front of them.

' _It wouldn't be too hard…'_ Emma thought as she stared at the cosmic egg, a dark sort of hunger began to build in her as she continued to remain in the egg's vicinity ' _And with it's power I'd be unstoppable'_

She began to reach out towards it before the memory of Scott's death at the hands of Doom raced through her mind, just when the tips of her fingers were centimeters from the egg's surface. She stood their frozen as she remembered Scott threw everything he had into the energy blast directed at Doom and the man brushed it aside like it was a feather and not a force powerful enough to level half a universe.

She could still hear the man's dark, cold mocking words as he grabbed Scott by the throat and held him in the air before the shocked heroes.

" _Fool, none can stand the might of Doom. But I will applaud you for trying mister Summers" Doom said as his grip on Scott's throat tighten, causing the man to gasp out in pain._

 _Emma saw this and ran towards Doom, her form incased in diamond before Doom glanced at her with a hidden disinterested expression on his face. Emma suddenly felt the energy drain from her body and she collapsed to the ground in a huff. She heard someone, it sounded like Ororo call out to her but she didn't pay it any mind. Her focus was on Doom as he glanced back at Scott with a dark look in his eye._

" _Hmm, to be honest mister Summers, having you around will cause too much trouble. And Doom has need of the Phoenix Force"_

 _Doom then did something that would haunt Emma for the rest of her life, he rammed his hand into Scott's chest and then began to slowly rip out the Phoenix Force itself!_

 _Scott screamed in agony as Doom used his new-found power to literally tear the cosmic bird from within the Mutant extremist leader before he held the now struggling Phoenix in his hand as if it were a simple sparrow and nothing more. Doom then turned his gaze back towards Scott and twisted his wrist which in turn caused a loud 'crack' to erupt from Scott's neck. His body went limp as Doom dropped him to the ground as he condensed the Phoenix Force down into something that vaguely resembled an egg._

 _Emma stared at the lifeless form of Scoot's body as she heard the other heroes, both the Avengers, X-men and the others that called themselves the Justice League rush towards Doom. She didn't hear the ensuring one sided battle as she felt tears drop from her eyes as she stared at the dead form of her lover. She carefully crawled towards his body and took his head into her hands as tears fell from her face and on to his cracked visor._

" _S-Scott…?" Emma asked tearfully, hoping that he was still somehow alive despite the fact she couldn't pick up any brain activity from him._

 _She pulled him close to her and began to silently weep even as Galactus appeared after Doom had frozen everyone in place._

Emma was suddenly brought out of her memory and found herself back in Peter's room standing before the Phoenix egg. She gazed at the powerful being, unknown that the egg was calling out for help towards the tower's only other occupant.

…

Peter's anger cooled slightly as if the exposure to the outside air calmed him and allowed him to pause in his rampage and take several deep breaths. He stood there in silence as he kept his body rooted to the spot, afraid if he moved he'd keep breaking and destroying things until the tower came crashing down.

And a smart part of Peter thought that Emma or Karen wouldn't appreciate being rendered homeless just because he threw a temper tantrum. Granted it was a relatively justified temper tantrum but that still didn't give him the right to make other's lives difficult. One had it rough as it is and Peter still has yet to forge a connection to the Baxter building for Karen to transfer to in the event something bad happens.

Finally, after several minutes Peter a deep calming breath before he rubbed away the tears that were threatening to spill from his eyes as he backed away from the hole in the wall and collapsed against what was left of the chair he was in when Emma first came in here. He held his head in hands as he fought the urge to just collapse into a state of crying.

"I still can't believe that all of these years I've been dicking around, people I care about were fighting and dying" Peter whispered to himself.

" _Well to be fair Doom has for the moment made it impossible to leave this place given all one thousand and seventy-two attempts you've made since I came online have failed. And this isn't taking into account the two thousand and twelve attempts that I'm aware of before you created me."_ Karen stated as a small glowing orb or light projected itself before Peter _"And I doubt even that Phoenix egg will help us once it hatches. Doom from the records the Avengers kept on him in the tower's database wouldn't be so careless to overlook that little detail"_

"Then why the hell would he leave it here in the first place?" Peter asked with a puzzled frown "Hell he has to know that after finding out what's been going on, I'll be trying to find a way to use it to get the hell out of here"

" _I don't know, let me use my recent gift of telepathy and precognition to see why Doom did such a thing"_ Karen said in a dry tone that caused Peter to scowl

"Okay seriously, I'm giving that matrix of yours a look later"

 _Hmm, yes I suppose you will after you spend a day or two in the Liquor hall drowning your sorrows in whatever you can stomach"_ Karen said as the orb backed away _"Now what are we going to do when miss Frost discovers your little nightlight?"_

"I don't know" Peter said as he let out a sigh and leaned his head against the wall "What can we do? She can freeze me in place with her mind alone and you aren't hooked up to the towers security systems"

" _Why is that?"_ Karen asked with an obvious frown in her voice.

"Paranoia on my part. Every time an A.I. is made by a superhero it somehow ends up going insane and evil for some reason so I saved myself the possible headache and just never did" Peter said.

" _Jerk!"_

"Hey, have you met Ultron?" Peter said with an exasperated expression.

" _No, but why we're on the subject of Ultron, when are you going to make me my male A.I. companion so I have someone to talk to?"_ Karen questioned the wall crawler.

"What, am I not good enough anymore?" Peter asked with surprise and a little hurt in his voice.

" _Well given you now have a living female in your vicinity I figured that'll mean you'll have less time for me"_ Karen said and saw that Peter was about to speak _"I'm not complaining, it'll be nice to talk to someone that's not you for a change"_

"Hurtful" Peter pouted at the orb of light as it vanished.

" _Hey, you're the one that gave me this personality, if anything your hurting yourself"_ Karen said as Peter stood up and let out a sigh as he examined the room.

"Karen, remind me to have any violent outbursts outside the tower from now on" Peter said as he held up his hand and for a moment a small magic circle with glowing runes orbiting around it appeared and the wall and furniture began to repair itself. After half a minute, the room was completely fixed and any traces of his outburst were gone.

Peter let the magical energy in his hand die before he glanced at it with a thoughtful expression "You know, I'm beginning to think that for all of Doctor Strange's laid back and cool demeanor, he had a lot of outburst in his time and the only reason we never knew is because he used magic to clean it up afterwards"

" _Perhaps you can ask him when you meet up, assuming he's even still alive by then"_ Karen replied.

"True, and maybe hope he didn't mind me raiding the Sanctum Sanatorium and tried to use magic to escape" Peter said with a sigh before he suddenly felt his spider-sense go off and was greeted to the sight of Emma in his room, looking down at the Phoenix egg.

' _Oh great… well better go prevent a repeat of her being possessed by the Phoenix again'_ Peter thought with a sigh as he summoned a small portal and walked through it and appeared silently behind Emma. He stared at her for a moment before he loudly cleared his throat "Uh not that I don't mind you in my bedroom, but why are you in here?"

Emma jumped at the sudden sound of his voice and snapped her head towards him in surprise "How the hell did you-"

"Magic" Peter said with a grin before his face sobered "But no seriously, why are you in my room?"

Emma stated at Peter for a moment before she glanced back at the egg "I sensed a powerful, almost unbearable amount of Psionic energy coming from here and decided to investigate since you were still busy tearing apart the living room"

"Sorry…" Peter said with a wince "I… I didn't mean for you to see that"

"Peter, I used to live in the same mansion as Wolverine, trust me when I say it's noting I haven't seen before" Emma said as she very slowly dropped her diamond form "Hmm, interesting, the psionic energy in here is almost undetectable now…"

"Probably because I'm here now" Peter said as he stepped around Emma and approached the egg before readjusting the blanket "It was probably trying to get my attention and likely caught yours by mistake. Whenever it needs me to adjust the blanket or lamp, it sends off a powerful psionic wave that normally activates my spider-sense"

"Your telling me one of the most powerful entities in all of creation needs you to adjust its blanket and lighting?" Emma said with an incredulous expression.

Peter glanced at her before he shrugged "Well given it's still an egg, something I'm still trying to wrap my head around, I figured its range of mobility and manipulation of its environment is more limited. Either that or it's just a lazy bird…"

Emma narrowed her eyes in slight confusion at this as she glanced back at the egg before she let out a huff and turned on her heel and walked away. Peter watched her go and couldn't help but chuckle.

"Man, no one is going to believe I got Emma Frost into my room"

Emma, who was till close enough to hear the comment rolled her eyes as she left the room "Keep dreaming darling"

"I will, and you'll know it!" Peter said with a laugh as he adjusted the lamp before nodding "There, that should do it"

He didn't get a response from the egg, not that he was expecting one before he sat down on his bed and let out a tired sigh and fell back and looked up at the ceiling.

'… _I really need to find a way out of here… partly because I need to make sure the Four is okay and make sure that Norman stays down, for good this time. Plus I'm probably going to have to keep an eye on Emm-'_ Peter thought before something occurred to him as he sat up with a start "Wait… how the hell did she get here in the first place?!"

If Emma was able to get in, what else could have or can now?

…

* * *

And done.

Next chapter, Peter takes Emma to have a look around the city where she reveals how she came to be here in the first place while Karen detects some abnormal energy signatures approaching the city.


	4. Chapter 4

Answers to reviewers' questions or statements

 **Jestalnaker94000** : Han, but I do have a few jokes I mind that Peter will be making now that Doom is 'God' of this world.

 **treyalexander63917** : They understand why the Fantastic Four, Sue specifically did what she did, but the fact they killed someone is a line that people like Batman and Flash will not cross or allow others to since Batman let's Joker still live and what not. I guess it'll be hard for them to understand a parent losing their child, sure Batman's lost Jason, Damian and even Dick but Bruce has never actually raised them from birth, been there for their first steps, their first words and all that. So, when his 'sons' die yeah it hurts him, but it wouldn't be to the same level as if he raised them since birth, stronger bond and all that. But yeah Peter's going to find moving through most DC realms a little hard.

 **Atdown** : Doom has his reasons of why he separated Peter and gave him the Egg, it'll be a while until it becomes clear but there's a reason.

 **leoluch22** : Yep, he's not up to Strange or Doom's level of magic but he can duke it out with quite a few sorcerers. It'll affect specific ones and even then, it's more of a gamble he's playing.

 **Darkiller3** : I can safely say that one of those will happen.

 **DarkJoey** : Well like Emma said, not the first time Norman's been assumed dead. Even Peter doesn't completely by it.

 **Batman1998** : Kaine at this point is still sort of dead, Ben is alive and I have plans to introduce him later on. Yeah in a few chapters I'll be showing the viewpoints of the Marvel women he's going to get with and through them other heroes points of view on not just Peter's status of dead or alive, but a few others as well. This chapter and next we'll be seeing what Peter's been doing these past five years. Half of it was trying to escape and the other half was keeping himself busy or risk insanity.

 **Adtr509** : Part of it is also because people are bound to be looking for Hulk Fanfiction and hey updating around then is bound to get it even more noticed, hopefully. Yes, yes I'm a attention seeking little shit and I love it! Most of the time…

 **Spawn Hades** : Sure, go for it.

 **Musikman50** : Yeah, the League is all about being better than it's villains and yet some of it's most prominent members have killed. Hell Superman sure as hell didn't hug Doomsday to sleep, he beat the guy to death. Batman straight up shot and mortally wounded Darkseid even though that's more justifiable and Wonder Woman broke a dude's neck! Least Marvel's heroes own up to what they did more often. But we will see that the entire Justice League wasn't on board for having Sue and the rest of the Four stand trial.

 **Darkspyder** : It'll view Peter as a sort of parent which is both cute even though the slightest fit will be of apocalyptic proportions.

 **Stratos263** : Given they've let the likes of Joker still live after the graveyards of children he's filled, yeah pretty much.

 **Marveldcfan** : It's the 616 version but I have been toying with the idea of the 616 meeting the Ultimate version so she can say 'You screw your own brother? Gross, and here I thought I have problems'

 **Death Fury** : Possibly, still deciding

 **90skid4life** : Not at the moment no I have no plans for Peter to get with like two different versions of any of the women in his harem, be funny though if Peter's making out with one and the actual woman comes by and kicks his ass over it, or starts up a threesome.

 **MCRasengan** : Yeah Black Bolt doesn't speak often but when he does, pray it's a whisper at the very least. Yeah but the Beyonders have by this point wiped out just about every other cosmic being that could pose a threat to Doom. Sure, the One Above All is still around in some form but he won't be appearing any time soon if ever. If he popped up, the story would be over in one maybe two chapters tops, that's no fun.

 **Bravo2000** : Well he's used several different types of cosmic power and a weapon forged by the gods, figured that Magic was all that was left for him to experience.

 **Guest** : More often than not the Justice League is considered more powerful is because it doesn't rotate it's roster nearly as much as the Avengers does, it's real powerhouses are almost always on the team where's Avengers who have had members that could tear through the League in seconds only crop up every once in a while for a big cosmic level event or something. How many incarnations these days of the Avengers have powerhouses like Thor, Starbrand, Hulk, Doctor Strange, Red Hulk, Alex Rider's Nova, Quasar, Hyperion, Blue Marvel and Scarlet Witch all on the same team? Not many since their spread over several teams or affiliated with someone else. It's partial why the X-men are arguably more powerful than the Avengers, they don't trade out powerhouses as often. Plus, some of the most powerful heroes in Marvel, some who trump anyone in the Justice League in power aren't even on any of the Avengers team. Ben Grimm the Thing is actually Franklin and Valeria's godfather but Peter is still considered family so if anything, an Uncle, but yeah Norman has hurt Peter on plenty of occasions and I bet the Fantastic Four wouldn't hesitate to kick the crap out of him if given the chance, Johnny wouldn't. Good and evil in DC comics seems more black and white then in Marvel, after all how many Avengers members were once mass murders, career criminals, assassins or even terrorists?

 **StelarToe6133:** It's what inspired me to make New York the way it is in my story, that and just looking at images of New York City abandoned and overgrown.

 **JC:** I have no real plans to do that since we'll be seeing what some women have and are going through when I switch over to their viewpoints.

 **LL** : I think it was more he grew depressed being a God then seeing it as beneath him since he's always looking to gain that level of power. Nah, Franklin dying is something that Doom didn't anticipate, if anything he expected it to be Sue or even Ben to die in the conflict.

 **Erofox** : It'll be a while for some of the Marvel women but the next one to show up will be She-Hulk. I may add Raven into the harem but it'll be a while until I get around to increasing the harem if I do go that route. It was alright I suppose but now I'm left wondering what the hell their going to do with Evil Cap and is Steve Rogers no longer Captain America now? Come on, it's half the reason people read Secret Empire, they wanted to see Steve take up the mantle again as THE Captain America. I mean I have nothing against Sam Wilson as Cap, I just think he's kinda boring is all.

 **shepardpatton** : I won't say he'll become less strict but being so isolated for so long coupled with finding out his pseudo nephew was killed and being around so many women who are a bit on the darker side of things, it'll begin to affect his views and personality bit by bit.

 **Cosmicspiderking** : He'll meet a few different incarnations of the Inhumans but he won't be catching Medusa or Crystal's attention by I do have plans for him to possibly catch Iso's.

 **Justafan** : I think that stuff only works for anime, else people like Doom or Dr. strange would have tried something like that by now or even the Iron Fist who's probably the closest thing to an Anime hero in Marvel comics given his near unrivaled fighting ability and Chi manipulation. And even then, he hasn't been practicing magic too long, a year tops and while that does make him more powerful than normal, it's not up to Dr. Strange or Doom's level.

 **BusterBlue12:** Doom's been around and is smart enough to know that Peter is a lot smarter than he lets on when, they were in the Future Foundation and worked with each other for a time. So, I say he views him with a mixture of annoyance, which is the same with everyone and some respect because of his intelligence. He was partly singled out because he's pretty much the only other Spider-man aside from Miles and Miguel alive on War World at the moment, the rest has to do with this sort of plan slash gamble that Doom is playing which involves Spider-man to a large degree.

 **hollowighigo12** : There will be chapters, sometimes several in a row that'll feature just the women or some of them off doing their own thing, help give their characters more depth and development, not all of them are there because I want Peter to sleep with them, some actually will be contributing to the story. You aren't far in that Doom is preparing Peter for something, won't say what it is but he has plans for the Spider.

 **gunman** : No he had the full power of the Phoenix at the time, the problem is that Doom had the power of all of the Beyonders, just one is powerful enough, but the entire race, he was able to overpower the Infinity Gauntlet with it. There are other heroes that Doom has isolated and given them something incredibly powerful, we won't know who or what for a while, but Spider-man isn't the only one, just arguably the most significant. As for why he didn't do this to the Fantastic Four, we'll see as time goes on. Emma only told what Peter needed to know, most of which that happened afterwards was more personal to her.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used

* * *

When Emma Frost walked into the tower's main kitchen area for breakfast the next morning clad in a white see through nightgown, she wasn't expecting to see Peter clad in his Iron Spider armored suit sitting at a large kitchen island with a large bag at his feet and numerous small items spread out before him.

He seemed to be unaware of her presence which she decided to rectify as she approached him, her bare feet barley making a noise on the floor tiles "No breakfast? If your planning to win me over darling, the least you could have done is make some coffee"

Peter jumped a little before looking over towards Emma with surprise "What are you doing up this late?"

Emma quirked a brow at this "Peter, it's morning"

"Really?" Peter said with wide eyes before he looked beyond her to the distant window down the hall and noticed the sun rays coming through the shutters "Oh… man time flies when your busy prepping your invasion kit"

"Invasion kit?" Emma asked with a raised brow.

Peter nodded as he gestured to the things before him "Yeah, after realizing that you were able to get in here, something I doubt Doom hasn't noticed, it means that others can too and based on what you told me last night, there's a lot of people I really don't want to show up here too. Which with my luck they will."

"Well given you're in the middle of a dessert the size of a solar system on a part of the planet where the nearest other inhabited realms could possibly be lightyears way, I think you'll be fine" Emma said as she approached the island and looked at some of the items on it closely.

"And yet you got here despite that" Peter said before a thought came to him "Hey, how did you end up here anyway? Like was it you were walking down a street one minute only to wake up here the next or was something else going on at the time?"

"…Something else" Emma said as she held up a small rubber ball that was a little dirty and looked like it's been burned a little on one side "What's this supposed to be?"

"Just an old rubber ball I found out by the Spider volcano" Peter said as he held his hand out for it "I'm going to re-check some of the defenses I have around the city in case some of these 'Regime' guys or even those Yellow Lanterns pop up"

"The Yellow Lanterns from what I've seen can fly and so could a large number of the people in the Regime and its allies" Emma said as she handed the ball back to Peter and watched as he packed the bag "How do you plan to counter that?"

"Oh with a few things I've found over in the Baxter building, Avengers mansion and even here in the tower" Peter said as he stored all of the items he would need for today "Plus I made a few things in my spare time, something that I've had plenty of"

"You were expecting an attack at some point?" Emma questioned.

"Kinda" Peter said as he rubbed the back of his neck "There's this really big underground cavern beneath the city that's filled with some less then friendly things and if they ever happen to get up here… well… they'd quickly have a reason to go back underground"

"There that bad?" Emma asked with interest.

"No… I was that much of an ass to them two years ago" Peter said with a sigh before he shouldered the bag "I should be back in a few hours"

"And what am I supposed to do?" Emma asked with a frown as she folded her arms under her breasts "Make my own breakfast?"

Peter stared at her for several long moments before he nodded "Uh, yeah?"

"Wrong" Emma said as she sat at the table and crossed her legs at the knee and gave Peter an expected look "I'm a guest and as the host you must accommodate my needs. And right now, my main need is food"

Peter stared at her for several seconds as if she grew another head before he pointed towards the refrigerator "There's a fridge, I'm sure a woman as smart as you can manage"

"And I'm sure a man as smart as you can manage having it feel like every breath you take is like fire while trapped in an endless nightmare of pain" Emma countered as she examined her nails while Peter gaped at her threat.

"You'd seriously do that to me, just because I won't make you breakfast first?!" Peter said in disbelief.

"Yes" Emma said with a straight face.

The two held the other's gazes for a long time, waiting for the other to possibly back down and accept defeat. Finally, after what felt like an eternity, Peter sighed and placed the bag on the ground "Fine… I'll make you your damn breakfast"

"Good…" Emma said with a smirk as she watched Peter wander over to the fridge and began to take out a myriad of items "And if the breakfast is satisfactory, I may even repay you later"

The words were out Peter's mouth before he could even think "If it's a few hours or more in your bed, I'll gladly make you every damn meal for the rest of the time your trapped here with me"

Silence rang through the room as Peter froze in place, what he just spoke registering in his mind while Emma looked at him with a blank expression that gave nothing away of the comment he made. Minutes passed far too slowly for Peter's liking as he mentally begged Doom if he was watching this to let Emma get it over with and break his mind with hers quickly and painlessly before she did something he didn't expect.

She laughed!

"My, my, mister Parker… quite a forward request to make to me" Emma said as her eyes pinned Peter in place with amusement "If I want to eat meals made by you, I have to give you my body as payment?"

Peter felt himself begin to blush red and sweat build on his brow as his heart beat skyrocketed as if Hulk himself said he was going to flatten him like a pancake "I-I didn't mean that, it was uh, uh a slip of the tongue. I haven't really gotten any sleep last night and I've been so used to be alone and saying whatever I want that I-"

"I'll consider it"

"- And it's just I'm a little annoyed that your making me make you breakfast rather than securing this place in case some crazy sociopath and his army shows up looking to take it and- …" Peter would have kept going on and on if he didn't suddenly realize what Emma said. He blinked several times in confusion before he cleared out both ears "I'm sorry… but what?"

"I said…" Emma repeated in a slow manner, as if Peter were small child barely able to read and not one of their world's most intellectually gifted minds there is "I'll consider it"

Peter stared at her for several long moments before he shook his head "Okay now I know I'm in some nightmare you implanted in my mind. Is this the part where Thanos appears and begins to mutilate my body in ways that would leave Deadpool vomiting in horror and disgust or do I get the pleasure of being eaten alive by a Carnage empowered Sabretooth?"

Emma rolled her eyes as she leaned back in her chair "Is it really so hard to believe that I would consider sleeping with you?"

"Yes" Peter said as he looked her straight in the eye with a serious expression "In case it's escaped your notice Emma, but I'm not rich, hell most of my life I was in the lower spectrum of middle class"

"I know, half the times we've met, your mind was practically screaming with worry about making ends meet, wheatear you'll be able to afford more ingredients for our webs or acquire material to repair your costume" Emma said with a slight shrug.

"I'm not very influential as both Peter Parker or Spider-man. Well as Peter Parker back in our world my name was starting to get out there thanks to my work at Horizon labs and I can't believe I'm going to say this, but also because of Otto taking over my body and sort of getting my life together professionally speaking and helping me, him, whatever get a doctorate and even get my own company. As Spider-man, if I offered in my two cents, half the time it's ignored or laughed at and people never take me seriously"

"Well your 'jokes' and 'quips' and your nearly insufferable commentary can be quite grating on most people's patience" Emma said with a smirk as she adjusted her nightgown which slipped a little at the shoulder, exposing a bit more of her flawless flesh to Peter's eyes that she saw lingered a little longer before by some inhuman force of will, they pulled away and back to her eyes "But when you're in that Black suit of yours… suddenly you don't seem as much a joke or nuisance"

Peter rubbed the back of his head at that and adverted his gaze "Yeah… that… that usually tends to get people's attention"

"Then why not wear it more often?" Emma questioned before she gave him a coy grin "After all, it does help accentuate your physique even more than your other suits"

"Oh, you know, if I wear it all the time then it loses its cool factor. Plus, people would stop taking me seriously in it" Peter explained as if it were the simplest thing in the world…

Emma's eyes narrowed at this, she didn't need to be a mind reader to know that he wasn't being honest, not completely anyway "Really?"

"Yeah…" Peter said as he pulled a few more things from the fridge before closing it and making his way to the stove.

Emma hummed at this before she rested her elbows in the kitchen island "Well now that you've give me your reasons for why I wouldn't sleep with you, are you going to accept my possible consideration or not?"

Peter thought it over for a moment before he gave her a conflicted look "But aren't you still… you know?"

"In morning?" Emma asked with a frown before she nodded "I suppose I am to an extent, but that won't bring Scott back. Or my Scott at least since coming to this world I've met at least seven different types"

"That must have been… interesting" Peter said carefully.

"Not really, three of them were assholes, one was in a rather sweet if odd relationship with a middle age version of Kitty Pryde" Emma said with a slight shiver at the last. She could have gone her whole life without ever seeing that, thank you.

"What about the last three?" Peter asked "That's four, how were the last ones or were they in a relationship with either their version of Emma Frost or Jean Grey?"

Emma thought it over for a moment before she answered "The last three had sided with the 'Russian Superman' and from what I could gleam, one of them is in a rather dark and violent sexual relationship with a woman that looks like me and Jean combined"

Peter's eyes widened at this "Yikes… that's messed up"

"Yes… though to be fair, that alternate version of Scott is the abused instead of the woman" Emma revealed with a unsympathetic expression "Kind of interesting to see the man as the one getting smacked around for a change"

"It still isn't right Emma" Peter chided the woman's thoughts on an abusive relationship regardless of the gender that's being hurt.

"Perhaps, but when you've been in a relationship with a man that's hurt you in more ways than one, I guess it just feels nice to see that it's not one sided. That the playing field is a bit even" Emma said with a blank face.

Peter's brow furrowed at this "You were in a abusive relationship?"

"My first years in the Hellfire Club… it truly did feel like I was in actual hellfire sometimes" Emma answered softly before she mentally crushed the memories and refocused her gaze on Peter "So where's that breakfast that could potentially have me in your bed?"

Peter sighed as he switched on the stove and pulled out a medium sized pan and began to remove some eggs from a carton along with some potatoes he sliced up a few days ago. Soon the kitchen was filled with the sounds of cooking potatoes and eggs that were topped off with some peppers to enhance the flavor.

It was then after several minutes of silence that Karen finally spoke.

"You people realize that I'm still here right?" her voiced sounded annoyed "Just because I don't make any noise doesn't mean I'm not still forced to listen to you two come to some weird agreement to satisfy each other's physical needs!"

"Whoa, whoa, whoa…" Peter said as he stared up at the ceiling with a frown "What do you mean 'you people?'"

"Organics" Karen replied dryly.

Peter gasped dramatically at that "That's… wait is that racist? I can't tell if it is or not. Emma, your good at this whole social thing, well better than I am. Is it racist?"

"It's probably more of a state of being-ist" Emma said with a shrug as she bet into the fried potatoes and let out a hum of approval "Well, well mister Parker, if you can make lunch and dinner taste just as good, you may very well be getting me in your bed tonight instead of later..."

"Hurray…" Peter said with a drawl as he went back to tinkering with his suit while Emma ate her food and watched him carefully.

' _Hmm… a attractive male that's desperate for human interaction, easily manipulated under the right circumstances, especially if they are a woman as grand as myself and could possibly have some influence over the Phoenix itself… if I didn't know any better, I'd say today was my birthday'_ Emma thought with a silent chuckle.

…

It was over an hour later when Peter was finally able to get out of the tower and begin checking on the defenses that he's set up over the years. Emma, had decided to join him if for nothing else, she didn't want to be stuck with 'some snotty little glorified Siri for company'.

"So, what defenses are you hoping to check?" Emma asked as she followed Peter down a four-lane street that was filled with abandoned cars that have since been overrun by a combination of moss, flowers, vines and grass. The very center of the road had seemed to collapse and was now filled with a small stream filed with little fish and small frogs on the sides, basking in the sunlight before leaping into the flowing waters.

"Just some things that I've either implanted here on my own over the last few years or were already there and just needed to be repaired or switched back on. The first one is just down the street. After that, we're heading over to Queens to check the sensors I've installed" Peter said as he pushed a half-crushed car out of his way and into another to make room for him and Emma to walk down the cracked, grass covered sidewalk.

"Can't wait…" Emma said as she brushed a fly away from her hair.

She was now cladded in a pair of white heeled boots, a white lace corset and white jeans. When Peter first saw her attire, he questioned why she dressed like she was either modeling or looked like she was going to be preforming at a strip club. Her answer was pretty logical, to a degree.

"I find men easier to control without telepathy when they can almost see my tits or ass"

' _Though I have to wonder why she insists on dressing like that now, aside from me there's no other guys for her to seduce, manipulate and eventually destroy for her amusement'_ Peter thought with confusion as he stepped over a knocked down light post that's since been completely covered by moss.

' _Force of habit'_ Emma replied inside his head.

"GAH!" Peter flinched at the suddenness of it before looking back at her with a scowl under his mask "Would you please stop doing that?"

"Why?" Emma asked with a quirked brow, but the amusement was clear in her voice.

"Because it's intrusive" Peter stated.

"Mister Parker, just under an hour ago I've agreed to possibly let you into my vagina later tonight. I'm letting you into my being, how fail to see how me speaking inside your head is any different" Emma said plainly.

"Well… I have consent, well maybe not anymore after this conversation which may turn you off from the idea of sex with me, something I'm still struggling to believe and hope comes true at the same time, but I didn't give you consent to just poke your way into my mind!" Peter said.

"Then either improve your psionic barriers or find a way to block me through more artificial means. I don't have to actually penetrate your mind to hear your thoughts, you think loud enough as it is" Emma said as she looked up a billboard that's long since faded to the point only the rusted metal frame remained.

"Yeah, well… wear telepathic ear plugs!" Peter replied before he held his hand up to stop Emma as they came to a section of road that was deserted for several blocks before the traffic picked up again. The asphalt was completely crushed and looked more like gravel, but the interesting that Emma noted was that there was no grass, moss, flowers or any sort of signs of vegetation. Just the small river like stream going through.

"This the first place?" Emma asked with a raised brow.

"Yep…" Peter said as he reached into the bag he brought with him and pulled out several rubber balls "Just need to make sure these guys are online and can still move is all"

Emma's interest was piqued as she saw Peter toss several balls into the air and watched as they bounced on the destroyed road for several moments before something unexpected happened.

Several large robotic spiders erupted from the ground and either stabbed the balls with razor edged legs or blasted it to pieces with small high energy turrets placed under where a pair of serrated pinchers.

"Well… there's something you don't see every day" Emma said as she watched the robotic spiders scan their surroundings before they began to burrow themselves back into the ground "Something from your 'Superior days' I take it?"

"Nah, these are actually based off some designs I found in Oscorp a while back and found partially built in the old Oscorp tower a few blocks from here" Peter said with a shrug as he and the powerful psionic blonde observed the spiders hid themselves in the destroyed asphalt "The only thing I did was improve their A.I.'s a little so they can actually do more than rush the bad guy and hope to beat him. Now they can plan ambushes, set traps, monitor things from underground with next generation seismographs that I've installed in them… basically whatever a spider can, only they're made of Carbonadium and have energy blasters"

"And you've made them yourself?" Emma said as she glanced at Peter and saw his nod "Impressive… Hank always said you had a gifted mind. I think I'm starting to see what he meant"

"Hey, if you gave me half the money Stark had, I'd be able to probably build things that would put him out of business and have Doom secretly meeting with me and almost beg me to design things for him" Peter said.

"Be you ever so humble darling" Emma commented dryly.

"Hey, when I was just fifteen years old, I was able to make something that Hank Pym himself took years to do, and I did it with a fraction of a fraction of the resources he had" Peter said as he turned to leave for the next site he wanted to check out.

Emma glanced at the spiders' locations before she made a mental reminder to be wary of desolate areas like this before she followed after Peter "Do they recognize you and me as friendly, or can I expect that if I ever run into one out here, it'll shoot me?"

"Just don't attack them and they won't attack you" Peter said.

"What about the balls?" Emma asked with a frown.

"Oh those, I programed them to destroy any rubber balls they see on sight" Peter said with a casual shrug.

"Why?" Emma asked with confusion.

"…I got bored and it's fun to watch them blow up rubber spheres"

The next several hours passed with far less exciting demonstrations of some of the defenses that Peter had in the city. Most of them weren't very impressive compared to the little spider drones he made or well more correctly, redesigned and improved. Most of the things that Peter checked were small hyper advance sensors that scan through a litany of different spectrums and dimensions, automated turrets that fire stun rounds, and a few dozen traps that revolved around large extra strength webbing, energy fields and a few old Iron Man armors that Peter's reprogramed to act as sentries.

It wasn't until that Emma and Peter arrived at the sort of 'Hudson Lake' to take a small boat that Peter repaired over to Queens when they met the other security measure that Peter had… Devil Dinosaur.

"Are you sure we can turst this thing?" Emma said in her diamond form as she maintained eye contact with the large red while Peter checked the boat they will be taking a few meters away on the beach.

"Yeah… besides this guy once helped me save some co-workers of mine when we went to the Savage Land" Peter said as he checked the engine.

"If you're sure" Emma said with doubt as the Rex smelled her a little before letting out a huff. Emma's eyes narrowed slightly at this "You're not what I would call pleasant either… now back away before I tear your pea sized brain to shreds and make a pair of boots out of your hide!"

The large animal let out a louder gruff as it turned and began to slowly make its way further down the beach, it's footsteps sending small tremors through the sand. Emma didn't let it out of her sight until Peter tapped her shoulder and signaled her to get in the boat.

"Come on, it's getting late and I don't fancy being out after dark" Peter said as the duo made their way into the small powerboat and Peter started the engine.

"Why, what happens after dark?" Emma questioned.

"Karen locks the doors" Peter said with slumped shoulders.

Emma's response was to sigh _'Please be a good lay, please be a good lay to make up for the headaches he's causing me'_

"So Emma…" Peter started off as he adjusted the speed of the boat while keeping a look out for anything he may accidently hit "How did you end up here, if you don't mind me asking"

Emma was leaning against the side of the boat, trailing a hand in the cool waters before she answered "Oh you know, a rogue faction of the X-men that believed in the Regime's ideals and lived under my rule rose up against me. For the most part, they were easy to beat back. On my own I could handle them but the Regime heard of their resistance and supplied them with several of these machines that were capable of mimicking superhuman powers called AMAZO. They were like Trask's next generation Sentinels or NIMRODS. They weren't as deadly, but they were more than enough to pose a threat when deployed properly"

"So, what happened?" Peter asked.

Emma stared out over the rolling waves of the large body of water for several moments, debating on what to reveal before she spoke "I assembled a small strike force composed of beings that were suited for the more… unsavory… aspects of war like alternate versions of Wolverine, X-23, Sabretooth, and Warpath all under our Magento's command. The fight went largely in our favor until one of these AMAZO's somehow copied the powers of Nightcrawler, Magik and Havok and used their powers in conjunction with each other to attack me in my own personal stronghold weeks after the fighting had seemingly ended with our victory. I held out fine for a while until it finally got a lucky shot in which almost killed me before throwing me through a portal it conjured up. I'm not sure dropping me here was its intent, if anything Doom was likely aware of this conflict and waited until the last possible moment to alter the destination of the portal to here"

"Why? I mean he once told me that he'd keep me isolated here and prevent others from coming here until he allowed it. So why is he now bringing in others?" Peter questioned.

"I don't know Parker. Just because I've been around the man a few more times then I wish I was, doesn't mean I know his motives" Emma said with a frown.

Silence passed for several minutes before Peter spoke "Is that all that went down, or just all you're going to tell me for the time being"

"What do you think?" she asked, her tone taking a notable edge to it that said plenty, drop it.

"…Fair enough"

…

While Emma and Peter were out checking the cities defenses, Karen had retreated into the Spider Tower's systems and began to monitor the flow of information coming in from a host of sensors and cameras set up all over the settlement until she stumbled across something from the sensor stationed at Stanton Island. It was originally designed to monitor the volcano but Peter's modified it since then to pick up any other abnormal energy signatures, and it was picking up over two dozen.

' _This… this can't be good'_ Karen thought worriedly as she saw that all of the energy signatures were giving off various amounts of Gamma radiation…

And one of them was giving off enough energy to rival several of Stark's Arc Reactors at full power and by comparing this to the data in the Avengers database, it meant one thing.

A Hulk was approaching... and with Peter's luck, it wont be friendly.

…

Several miles south of the city, a group of twenty-four individuals were slowly approaching the city. Almost all but one was garbed in full bodied rags, masks and goggles to keep them safe from the sand while the leader of the troop was garbed in only dark brown armored pants, golden bands on his wrists and a golden necklace hanging on his neck.

The figure was well over nine feet tall and heavily muscled with a dark green skin pigmentation as a result of constant exposure to Gamma radiation over the years. They had a full beard of white hair and around the lower part of his head, the top reaming bald still. The figure held up a hand to halt the party as his eyes narrowed at the distant shape of the city.

"Hmm… that'll do… that'll do just nicely" the figure murmured in a deep voice before he looked back at the group and spoke in a louder voice "Billy-Bob!"

One of the fully garbed figures walked up towards the large being with a nervous tick in his voice "Y-yes Pa?"

The taller figure stared at the small inbred Hulk before nodding towards the distant city "What do you think?"

Billy-Bob followed the larger man's gaze and saw the city in the distance before he nodded "I-It looks nice Pa, is that out new home?"

Maestro smirked as he folded his arms across his chest "Yes, it will be"

"B-But what if someone else already lives there?" Billy-Bob asked before he flinched at the harsh look the older and fare more powerful Hulk gave him.

"Well… if that's the case… we 'convince' them to share" he said after a few moments.

"And if they don't?" Billy-Bob gulped nervously as Maestro continued to stare at the distant city before he chuckled darkly as he gestured for the other members of the Hulk Gang to keep moving.

"…Then we kill them"

…

* * *

And done.

Next chapter, Peter and Emma meet their new 'neighbors'…


	5. Chapter 5

Answers to reviewers questions or statements:

 **JJChandler** : Probably 616 Hulk after a while, powerful as Ultimate Hulk is, he's not the strongest one there is in his world given that Ultimate Hercules overpowered him once where's in the 616 universe, Hulk is normally the one beating Hercules.

 **treyalexander63917** : The Inheritors for this story are dead, I might have the Superior Spider-man show up later though.

 **Adtr509** : Eh I just get an idea and just go with it, the only time I research is when I'm putting Spider-man somewhere new, like in my Bloodied Warrior story.

 **lelouch22** : I based them off the robotic spiders from the Spider-man game that's based off the Spider-man movie, you meet them and have to fight Scorpion afterwards.

 **MCRasengan** : No, it actually could get worse than that, won't say how but it will but at least Spidey will have scored with Emma a few times before it pops up.

 **Atdown** : It's more of her seducing Peter to get him under her thumb, something she does regularly. After all, a guy that could have some pull over the Phoenix Force itself, has a gifted mind that rivals the likes of Stark and Reed, which she's getting a glimpse of, and is rather attractive? She'd have to be real dumb to pass that up.

 **justafan** : Yeah, Peter will try to be nice at first, but this is Maestro, the evil corrupted future version of Hulk, really ain't no way to co-exist with the guy. It was meant to be ironic, he's commenting on how men will fall for her, completely overlooking that he is too to some degree.

 **Darkspyder** : Yeah Kitty will appear later on, as for her being in the Harem, maybe. Might have it be an older Ultimate Kitty Pryde though.

 **Spawn Hades** : Nah, we won't be seeing that version of She-Hulk, mainly because she's dead though that does make me question how Hulk had her impregnated, then again Banner's smart. I'm sure he found a way to clone her uterus or something like that. True Emma may find Peter is a lot harder to seduce then most men she's encountered, but this is Emma Frost and well Peter has been starved of human contact for five years on his own. It may not sound so bad but considering how often you interact with someone at any point in a day, it starts to look grim once you go just a month by yourself with no one to talk to.

 **LL** : At that point, she'll just say to hell with it and rip both men's minds apart.

 **Death Fury** : Hostile, definitely hostile here.

 **gunman** : Yeah all of them are the children and grandchildren of the Hulk from Old Man Logan, Maestro just took the gang over after killing whoever took over after Logan killed that universe's Hulk which wasn't too hard given that Maestro's powers are greater than 616 Hulk at base level and his healing factor isn't as weakened from old age. At this point, Peter may be thinking that she may be the very well the only woman he'll ever see again and plus, who wouldn't want to sleep with Emma frost? Sure she's cold, heartless and will turn on you in an instant if it serves a purpose if not outright destroy you, but one can't deny the beauty.

 **superpeirce** : Doom doesn't have a queen this time around. Might show him with a harem or something but he has no significant other here.

 **Harbinger of Kaos** : Hate to say it, but the Phoenix won't be helping this time around. It's going to be Spider-man with what he has at his disposal, Emma and Devil Dinosaur that'll be facing down Maestro.

 **Marveldcfan** : Emma may find it a lot harder to manipulate Spider-man to the point he's a love struck servant for her to use, but then again it is Emma Frost. Legions of men have fallen for her, poor bastards, and Peter does tend to fall for Black Cat a lot, and she's not even half the seductress Emma is, well maybe she's three fourths but you know what I mean. No, the She-Hulk in the harem is the She-Hulk that Peter knows form his universe, the She-Hulk from the Old Man Logan universe is from what I've gathered long dead already, which still leaves me to wonder how Hulk got her pregnant but meh maybe it was before everything went to hell or she survived and… well eventual Hulk gang.

 **Juane Black Smudge** : Hmm, so many very tempting choices, I might very well add them later on, Umar especially.

 **90skid4life** : Yeah some have been looking for Peter, some believe he may be dead.

 **Cosmicspiderking** : Maybe, but I think there's a story out there already with him getting it.

 **Erofox** : Eh it's more of Spider-man just below Demi-god level in power. Emma and a few other women may end up competing to be the sort of 'Alpha' of the group.

 **Guest** : the 616 version.

 **Codespider616** : No he designed her to be that way, act as the sort of tough love that he needs but Peter did mention that he added a code that made her jealous and act this way if another woman showed up. When your alone for five years with no human contact, one's mind begins to go places.

 **Hbarrera98** : Yeah Peter and Emma's reaction to the origin of most of the Hulk gang will be something, Emma in particular won't be too pleased about it given her own less then stellar history with Sabastian Shaw when she was in the Hellfire club. I was thinking of using Ghost Riders originally to act as Doom's enforcers but I decided to settle with the Yellow Lanterns and Galactus in the end, but a group of Ghost Riders acting under someone's command does give me an idea. Eh sort of, Doom for the most part lets the various realms govern themselves while he watches over all of them and setps in when he has to, like someone is about to unleash a Infinity Gauntlet or something.

 **Bdawglegacy** : I might try something like that in the future.

 **Newavenger92** : Yeah the Tantric energy thing will be brought up and quite a few women in Peter's harem will use that to their advantage, for the great good of course…

 **Rangers4life** : Yeah, I have an interesting take on how their meeting is going to go, which is a lot sooner than most might think.

 **A Hero's Legacy** : Yeah it's weird, only people like Deadpool and Captain America ever seem to really notice Peter's qualities. One from stalking him to be his best friend and the other because he's just too much of a nice guy that likes to know the people he works with. Plus people seem to overlook the fact he's on a number of occasions saved the world from bad guys.

 **Redrangerforever** : Yeah She-Hulk is one of the Marvel women that's worried if Peter's alive. Maybe not to the same degree as Carol and Jessica and a few others but she still cares about him to a degree. Captain Marvel version in this one.

 **Legionoftheweb94** : Yes Squirrel Girl will make an appearance later on. Karen by that point will be a bit distracted by something else but yeah her and a baby Phoenix arguing is in the works.

 **Dreamcastfan99** : I may add her later on, for now I think the harem is unrealistically big enough to keep people satisfied.

 **Guest X** : Peter is normally surrounded by people that often look down on him, underestimate him or treat him like an idiot. So, when he suddenly finds himself extremely isolated from human contact for months and then years on end, your mind starts to yearn for that old familiarity. Could he have made the AI more like Aunt May? Probably, but like it's been hinted at during Peter's time alone here, he wasn't quite right in the head on a few occasions. What was a good idea to him seven months ago when he was as unstable as Carnage may seem like a bad idea now. Also, Emma is one of the most powerful telepaths in the Marvel universe, like only cosmic level beings are really beyond her. If she wanted to get into Peter's head she would have eventually, also Peter wasn't expecting her to just intrude like that so how could he prepare for something he didn't expect? Plus, when your told that you're in the very middle of a solar system sized desert all by your lonesome, you really don't have a real reason to look for things to protect you from others. Up until now, Peter had no idea if there was really anyone out there aside from Doom and himself. And Doom had the power of the entirety of the Beyonders at his disposal, something that trumped the Living Tribunal of all beings. There is nothing, absolutely nothing Peter could build that could ever block him out even if he wanted to.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used

* * *

"My, my, my mister Parker, your just full of surprises" Emma commented as she watched Peter manipulate a series of magical circles floating arounf them in the marshes that were once Queens "Who would of thought you'd have a talent for the arcane arts"

Peter shrugged "Well once I exhausted every scientific mean of try to get out of this place, I thought magic would be the next logical the answer. Surprise, it never worked out, but hey on the plus side I can cast spells like the wizard I was in World of Warcraft!"

"Well bully for you then darling..." Emma said as she leaned against a tree trunk and glanced over the marshland and saw several large creatures that looked to be some sort of crocodile or alligator with rhino like horns on their snouts and large sails on their backs with some sort of bioluminescent light pulsating through them "Interesting wildlife you have here. Some of these creatures would be right at home in the Savage Land"

"Yeah, some seem to be time displaced, others magical in nature and others just look like some mad scientist with way too much time on his hands and one hell of a budget went wild with the rest being just animals that I think escaped from the zoo at some point in the past" Peter said as the magical circles began to disappear one by one "There, that's it for the defenses in Queens. Now all we have to do is swing by Staten island and make sure that-"

" _Peter, we might have some trouble on our way"_ Karen suddenly interrupted him on his suit's commlink.

"What is it, Yellow Lanterns, Doom, those Regime guys Emma's been mentioning… Jameson with an army of like-minded men that have somehow learned to weaponize his near superhuman screaming about me being a menace?" Peter questioned with a worried frown, Karen almost never contacted him about trouble unless it was something she couldn't take care of with what little control he lets her have with the city's defenses.

" _Worse though maybe not as bad as the last one, I'm picking up over two dozen Gamma signatures over half a mile away from the city's southern boundaries"_ Karen said before she dropped the real bomb of a reason she called _"And one of them is giving off a signature to rival a very enraged Hulk"_

Peter was silent for a moment as he stared off into the distance that Karen mentioned before he let out a sigh "Of course… a beautiful woman practically falls into my lap and what happens next? A freakin Hulk and what sounds like a small army of Gamma irradiated people that might also be Hulks in some form or fashion show up on my doorstep… seriously, no one can have as much bad luck as me. Even if the Black Cat were to use her powers which were in turn amplified by the frekain Infinity Gauntlet or something!"

"What is it?" Emma asked with a frown as she saw that while Peter was making erratic hand gestures and seemed to be talking to someone, likely Karen, he wasn't making any sound _'He must have switched his audio so that only he and whoever he's talking to can hear what's going on… how rude'_

Peter glanced at the blonde telepath before he let out a sigh "We have company… very angry company"

It took several moments for the implication to sink in before Emma's eyes narrowed "Well isn't that just splendid…"

"Yep, and he isn't alone" Peter said as he picked up his bag and shouldered it "Come on, their gonna be at Staten island soon"

"Do you think it's our Hulk?" Emma questioned as she followed after Peter.

The spider powered man couldn't help but scoff at the possibility "Please, if that was the case then you wouldn't have shown up"

"What do you mean by that mister Parker?" Emma asked with narrowed eyes.

Peter glanced at her before he gestured towards her figure "You an extremely attractive woman that's arguably an ally. Had you been an ugly sociopath or something along those lines, then yeah it would have been our Hulk because that's just how my luck works"

"Hmm, for a man of science, your awfully superstitious" Emma commented as the two made their way out of the marshland and towards the beach where the boat was still located.

"Trust me Emma, after a few more days with me, you'll be like that too" Peter grumbled as he hopped into the boat and held his hand out for Emma and waited for her to take it and helped her in before started up the engine and had the boat begin to back away from the shore line and turn it towards Staten island in the distance before he hit the throttle.

"Do you have something in mind in case an unfriendly version of the Hulk ever appeared in your city?" Emma asked as she brushed some of her hair out of the way as the wind rushed through it.

"Eh kinda. I mean it's not really mine, but it should do the job or at least give us time until I think of something" Peter said as he checked the boat's fuel in case he had to bail out quick or even use the water craft as a make shift bomb. Whenever a Hulk pops up, things tended to end up getting smashed real fast.

"That's reassuring" Emma said with a sigh "Let's just hope it's not that grey cannibalistic bastard from the alternate earth that ours collided with during the Incursions"

"With my luck, it'll somehow be worse" Peter deadpanned as they made the rest of the trip across the large enclosed bay in silence.

…

After touching down on the northern end of the island, Peter and Emma disembarked from the boat and cautiously approached the area where Karen had tracked the apparent Hulk and the other two dozen Gamma irradiated people before they just vanished. That did not sit well for Peter or Emma as they made the reluctant decision of trying to get closer look at these apparently new inhabitants.

"How do plan to handle this?" Emma asked as she and Peter passed through an area that housed several lava pools form the volcano at the center of the island.

"Well for starters I'm going to see if this Hulk is friendly or not" Peter said as he watched a small geyser of lava erupt not too far away from him and Emma "After that… I'll make it up as I go along"

"And if he proves to be hostile, can your defenses handle him?" Emma asked with a small frown.

"Depends" Peter said with a shrug.

"Depends on what?"

"How angry he'll be" Peter said with a shiver, if this Hulk was even close to the level of power that Banner showed when he invaded earth for the Illuminati with his Warbound… there wouldn't be a city left!

"Well if things don't work out you always have the Ph-"

"Uh ex-nay on that little thing you saw last night nay when we're out here" Peter said as he gestured for her to stop as his lenses narrowed in concentration, his spider-sense beginning to flare ever so slightly. He scanned the area for any signs of either a Hulk or something that looks like a Hulk "We're not alone…"

Emma's eyes narrowed as she began to do a telepathic sweep of the area for any other minds aside from her and Peter's. After a few seconds, she found one…

"Up ahead" Emma nodded towards a jagged shaped rock "Someone's hiding behind it"

"Is it the Hulk?" Peter asked as he ran a last-minute check over his suit's systems and he rolled his shoulders.

"No, I'm not picking up any high levels of anger, just…" Emma's expression soon turned sour "…Lust"

"For?" Peter asked.

Emma's response was to give Peter a deadpanned stare.

"Oh…" Peter said with a cough before he adverted his gaze "Well to be fair you do dress… like… and your very… yeah"

"God, I hope you're a better lay then you are a charmer" Emma sighed before her eyes narrowed as she picked up multiple minds approaching them "More are coming"

"Where?" Peter asked as he felt his spider-sense begin to flare harder and harder before he could make out the distinct sounds of something moving through the jungle around the field he and Emma were in "Oh, never mind I can hear them"

Within moments the duo saw multiple large beings begin to emerge from the forest and begin to surround them. Emma's response was to slip into her diamond form while four waldoes emerged from Peter's back and he activated the repulseors he's installed in the armored suit and checked to make sure everything in his suit was ready should this meeting go south in the worse way possible.

' _Heh with my luck it will…'_ Peter thought as he felt his spider-sense begin to tingle.

"Now what?" Emma asked as several of the beings began to approach her and Peter.

Peter looked around at the approaching Gamma irradiated people with a frown before speaking "We didn't come here to fight, we just want to talk"

The Gamma irradiated beings surrounding them kept staring at the duo until finally one of them spoke with a chuckle.

"Look at what we have here boys, a walking, talking bug!"

"Spiders aren't bugs…" Peter hissed under his breath in annoyance.

"I don't think they give a damn" Emma said as she watched as these Gamma beings surrounded her and Peter and began to ever so slowly close in, like sharks around a dying whale.

It was than another voice spoke up from one of the Gamma beings, this one lighter than the last "And look at the gal he's got with him. Isn't she a sparkly one"

"Very" one of the others agreed with a laugh "Talk about finding a diamond in the rough"

It was than that Peter spoke as his spider-sense continued to flare "Look guys, we don't want any trouble. We just want to know who you are, where you're from and what you plan to do now that you're here"

"Oh, I think it's obvious as to why we're here" one of the beings said as his body began to hake, as did that of several others "We like this place… and well, we're not so big on having neighbors"

"Though the gal we wont mind sticking around, hehehehe…" one of the beings said with a chuckle.

Emma's reaction was a disgusted expression "I swear if they say or think another comment like that again, I'm going to rip their minds apart"

Several of the beings surrounding Peter and Emma didn't seem to like this comment as they began to grumble between themselves and just began to close in enough that Peter was about to push them back with a magic blast when suddenly a new, deeper and more powerful voice spoke up that caused Peter's spider-senses to skyrocket.

"Stop"

Everyone turned towards the source of the voice and watched as a large Hulking figure emerged from the brush. Peter and Emma stiffened at the sight of the Hulk as he slowly made his way towards them with an amused look on his face. He came to a stop a few meters from them and held a hand up to his white beard and began to stroke it in deep thought.

"Now that's interesting… a Spider-man and a Emma Frost" the Hulk chuckled as he glanced around the area for signs of anyone else aside from them.

"Banner?" Emma said with narrowed eyes.

"Hmm, Banner, now there's a name I haven't been addressed in for quite some time" the Hulk mused with a dark chuckle "I prefer to be called Maestro now"

"Maestro?" Peter said with a furrowed brow "Like the guy that waves that stick around towards an orchestra band?"

Maestro's brow twitched at that "Yes… like that"

"Oh…" Peter said before he glanced towards Emma while he made a slight gesture towards the Hulk "What do you think, does Maestro sound intimidating enough?"

"Well given he's a near eight-foot brute of nigh unrivaled strength and a horribly short fuse for his anger like our Banner was when he was the Hulk, he can make calling himself rainbow unicorn sound intimidating" Emma said as she kept her eyes on Maestro.

"Oh, good point" Peter said with a nod before he turned back towards Maestro "So are you like a Bruce Banner from some distant future that managed to gain control over yourself or something?"

"Or something" Maestro said before he glanced towards the others "Leave us"

One of the beings stepped forward, confusion evident in his voice "But Maestro-"

"Leave. Us" he growled out in a dark voice.

The one that spoke flinched before he nodded and signaled for the rest to follow him back into the brush from where Maestro emerged from earlier, and likely back to the rest of their group. Three waited several moments before they were finally alone and Maestro spoke.

"I apologize, me and my family have been wandering the dessert for several months now without much rest. They aren't what I would call very… good company at the moment" the green giant said with a small nod.

"It's fine, everyone gets a little cranky when they haven't slept in a while" Peter said as he kept an eye out for more of this Hulk's people. Just because those ones left doesn't mean that others haven't, and Emma was still in her diamond form, so she'll be unable to use her telepathy to scan the area for any others.

"Indeed" Maestro said with a nod.

"So what brings you here?" Peter questioned the larger being before him.

"I've been forced out of my realm by an invader and took what few survived and fled and eventually winded up here" Maestro answered.

"Something forced you to flee?" Emma said with a look of doubt "You, a Hulk, made you turn tail and run with your tail between your legs?"

"Believe it or not miss Frost, there are some things on this world that even I have come to fear these past few years" Maestro said with a growl towards the former X-man.

"And is the thing that forced you out of your home still following you?" Peter asked as he looked around for anything that's apparently bad enough to scare a freakin Hulk of all beings.

"No, they were much more interested in what my realm had then hunting me down and killing me and what few of us survive" Maestro said as he glanced at the distant skyscrapers of the city "Quite a lovely place you have here… it's very, peaceful"

"It's okay, so long as you don't mind the various mutated animals, killer plants, harsh monsoons that hit every once in a while, and occasional defective Sentinel that you find over in Harlem"

"Heh, I'm already liking this place" Maestro said as he glanced at the distant city again with a smirk before his gaze shifted to Emma's diamond form with a look that began to unsettle Peter. Especially with the glint that was growing in the Gamma irradiated powerhouse's eyes.

Peter narrowed his eyes in anger before he shot a small ball of mystical energy towards Maestro's face and waited for it to get close before causing it to explode. In response the future Hulk flinched as he dragged his gaze from Emma and towards Peter with annoyance and some aggravation "Hey, eyes on me Banner!"

Maestro's eyes narrowed slightly as his hand formed into a small fist "You know Spider-man, normally when someone shoots a small magical ball into my face, I usually reply with ripping them apart"

"You were being rude" Peter responded with a small amount of mystical energy gathering in his hand "And if you and your people want to be staying here, you better start to learn some manners real fast"

Maestro smirked at this "Oh and if we don't, what are you going to do about it?"

"Kick you and your friends butts out of here" Peter replied as he took a step towards the larger and more powerful being "Trust me when I say this Banner, you really don't want to start a fight with me unless you're willing to lose a few teeth and suffer a damaged pride"

Maestro growled at Peter for a moment before he smirked "Heh, I'm beginning to like you boy, much more interesting than the Spider-man I knew. All he did was wine and cry… up until he died"

Maestro then turned to head in the same direction as the rest of his men went earlier. The future version of the Hulk stopped for a moment and glanced back at Spider-man with a dark gaze "But do remember Spider-man, good manners goes both ways. You and your… 'friend' there don't act out against us and you'll receive no trouble from me and my family"

Peter's eyes narrowed at the malevolent Hulk's words before he gave a curt nod "Fine…"

Maestro nodded before casting one last glance towards Emma and followed after the rest of his clan, leaving Peter and Emma standing there in silence. After a few moments Emma glanced at Peter with a quirked brow.

"You do know that he's going to go back on his word yes?"

"Oh I know… I also know that after seeing the way he looked at you, letting him stay here will be a very bad idea" Peter said as he and Emma turned and began to make their way back to the boat to take them back to Manhattan island.

Emma smirked at Peter's words as she dropped her diamond form "Already getting possessive of your Queen, Spider-man?"

"No, I'm just already dreading letting a predator like him into my city" Peter growled as they made the rest of the trip back in silence.

…

It took a little over an hour for Peter and Emma to get back to the tower and Peter wasted no time in getting Karen to bring up the status of the cities defenses while Emma sat a few meters away and watched her host run through different scenarios for when Maestro and his people get out of hand.

"So Karen, based on the readings my suit picked up on him and his 'Hulk Clan', what are we looking at?" Peter asked as he stared at various images of Maestro and several of his lackeys.

"From what I'm seeing, the Gamma irradiated people all hold the potential to shift into a Hulk form that would be almost on par with Banner when he's in a calm state. What the true scope of their strength and abilities are remains to be seen but I can safely conclude that while powerful, especially in such numbers, they are far from this Maestro's level. The real danger is Maestro himself. Already I've verified that his base line power is far above the Hulk's and he seems to still possess the intellect of Bruce Banner or something close to it" Karen replied after several moments of silence.

"So, I'm facing a super smart and powerful Hulk that also seems to have very little morals and an army of likeminded henchmen" Peter said as he rubbed his brow "Perfect… freakin perfect"

"Not the worse we've faced darling" Emma said as she examined her nails.

"Yeah but incase you've forgotten, we usually had a team of very skilled or very powerful people with us" Peter said as he rubbed his brow "Now, it's just us… and Karen… and Devil Dinosaur"

"Well when you put it like that, us against a small army of Hulks does indeed sound rather bad" Emma said as she leaned back in her seat "Still, we do have a few advantages over them"

"Like?" Peter asked with a raised brow.

"Well, you've fortified a good portion of this city with a wide variety of traps and other defenses. They'll find sneaking through here difficult and allow us to better track them" Emma stated.

"True, wasn't the original point, but yeah I can see that being useful" Peter nodded in agreement as he stared at a holographic display of the city.

"You also know this city better than them, ergo you and I have homefield advantage" Emma said as she stood up and stretched her arms over her head, conveniently pushing her breasts out "Now, as much as I'd like to keep talking about that over grown walking green irritated tumor and his army of inbred idiots, I'll be in your room"

Peter's eyes winded at this as Emma made her way to the hallway that led to his room "Uh why?"

Emma's response was to look over her shoulder at Peter and flash him an inviting grin "I did say if you'd make the breakfast satisfactory, I'd repay you later… might as well do it now while things are for the moment quiet and we're still alive, yes?"

She then turned and resumed her trek to his room, a noticeable sway in her hips. Peter watched her go for several moments before he turned towards Karen's holographic projection.

"Ummm… should I-"

"Just go" she said, her tone filled with annoyance "But I expect you to be working on a male A.I. for me after this… see how you like it when I bail out to have virtual sex with someone…"

"I'll get right on that in the morning" Peter said with a nod before he looked back out towards the darkened city one last time "Let me know if anything changes with our new neighbors"

"With them, I'm sure it'll be obvious" Karen replied as she used what few cameras and surveillance equipment available in the part of the city the Hulk clan was in to monitor them while Peter turned on his heel and made his way to his room.

He had a Queen to tend to… at lest he thought he did, for all he knew it'd be just a very well crafted mental illusion made by the former White Queen of the Hellfire Club.

"With my luck, just as we're about to do the hanky panky dance, she either has second thoughts and says no or something happens like God Doom shows up" Peter said with a sigh as he slowly made his way to his room.

…

Maestro was silent as he stood in the middle of his and the Hulk Clan's makeshift camp on the edges of Staten island. Before him lied the broken, dead form of the man who had questioned his orders to leave himself, Spider-man and Emma Frost alone earlier. The rest of the Hulk clan surrounded Maestro, their wide, terrified eyes on him as his eyes lifted from the now dead man's corpse and washed over everyone else's faces.

"Is there anyone else that would like to question me?" he asked as he looked around.

No answered out of fear of joining their now dead relative on the ground in a similar state.

"Good" Maestro said with a sigh before he glanced back down at the corpse with a look of disdain before he turned on his heel "Billy Bob, take care of this. Last thing we need is animals running through here looking for this pathetic sack of meat to feast on and give the rest of us trouble"

"Y-Yes Maestro" Billy Bob responded timidly as he gestured for another to help him move the body out of the camp while Maestro made his way to his tent which was near the size of a small house to accommodate his size. It was made from a combination of animal skins that the Hulk Gang had acquired from various animals that they've caught and killed since their exodus from their original home and what fabric they could put together.

It was a far cry from the palace that Maestro once lived in not only six months ago, but it'd suffice for the time being.

The elder Hulk pushed the flaps aside and entered the dimly lit hut and sat down on a makeshift chair, designed for someone of his size and weight in mind. He let out a sigh as he settled into it before his eyes opened at the sound of another entering his tent. He looked to see it was Buck, his for the lack of a better term, second in command to these inbred animals.

"What is it?" Maestro asked, annoyed his solitude was intruded upon.

Buck flinched a little under the growl in Maestro's tone "W-We uh, well some of the others in the group were wondering what now?"

Maestro stated at Buck for a moment before he grunted "Now, we settle here and make it our home"

"Will the uh, Spider-man person let us?" Buck asked as he rubbed his hands together in a nervous gesture "From what I could see, he didn't seem to be too happy about us being here. It looked like he may want us to leave"

"He will learn to get used to us and if not, we'll deal with him like any other that tries to deny us what we deserve" Maestro said simply.

"What about the woman?" Buck asked.

Maestro hummed for a moment before a dark grin formed on his face "We'll keep her… It's been some time since my world's Emma Frost died and I do so miss her company. Out of all of my women that I had gathered when I took command of what was left of my world, she was my favorite"

Maestro than glanced at Buck before he gave him a dismissive wave "Leave me, I wish to be alone for now"

"Oh… okay boss" Buck said with a small nod as he turned to leave while Maestro was left to his thoughts.

…

* * *

And done.

Next chapter, lemon between the white queen and Spider-man!


	6. Chapter 6

Answers to reviewers' questions or statements:

 **JJChandler** : We'll see at some point what it was that drove off Maestro of all people.

 **Spawn Hades** : I don't think it'd hurt her partner if she were to do that, I mean I think she's had sex with Scott while in her diamond form once. If anything, it'll just make her more durable and allow her partner if they possess superhuman strength like Peter, to go at her full force. She'll eventually maybe kinda sort fall for the loveable bastard, but it'll be sometime. Emma's not particularly eager to open her heart up given what happened to the last man that she loved. He wont be to overprotective of them, most of them can take care of themselves, it's just that Maestro doesn't strike the friendliest of appearances and the way he was looking at Emma was sending off alarms in Peter's head. I'll get back to that eventually.

 **MCRasengan** : and you'd be right, Doom has plans for Spidey, even if the wall crawler doesn't know it yet and it can be seen that Maestro's arrival will be a test of sorts.

 **gunman** : A good action sequence is one that's built up, makes it all the better when things finally do pop off. Peter needed someone to talk to and after some trial and error, he got Karen who finds her existence rather dull given she only has Peter for company and there isn't a whole lot he's letting her do. Yeah Peter can be a little dense when it comes to women sometimes, even the women who are attracted to him can find him frustrating on occasion.

 **Adtr509** : I think making people wait on the lemon is a good reason to keep people coming back for more, because now their eager to see Spidey get with the White Queen.

 **treyalexander63917** : Yeah, Barbatos and some of his Dark Knights and host of other horrors under his command are running around somewhere on War World.

 **Harbinger of Kaos** : There'll be a few women that go that route when they want to have sex with Peter. Peter's got a few things to help somewhat even the odds with Maestro and his band of inbred followers.

 **Codespider616** : No, I have someone else in mind for Karen.

 **Marveldcfan** : A few will.

 **DarkSpyder** : No the thought has never crossed my mind but it does now got me thinking on a few things.

 **Cosmicspiderking** : Some in Peter's harem will look at him as a sort of king and others as a possible rival in claiming dominion over War World. No Maestro really doesn't, he's gonna learn that this Spider-man isn't quite the same Spider-man he once knew back in his own universe way back in the day.

 **Death Fury** : Thought of doing that, but I have something else in mind was way of introducing She-Hulk into this story.

 **LL** : It'd stop his Hulk gang but not Maestro himself. Or he could have put Spidey somewhere where the Green Goblin is Jameson!

 **Silver crow** : Yeah Maestro is the real threat, the Hulk gang at the end of the day is just below someone like Rhino in terms of being a threat to Peter. Sure their strong and all, along with outnumbering him by a bit, but they aren't the sharpest tools in the shed. The Regimes as we'll see when I get to them aren't what I call stable either, I mean Regime Superman and Red Sun Superman don't strike me as guys who like to share power and their ideas of peace begin to differ a bit, it was just at the time they had a common enemy to focus on. Emma will be one, mainly as an excuse to see her in that Phoenix outfit she had in Avengers vs X-men.

 **Dead922** : Well there is no male A.I. present at the moment in the story so I'm not sure what you mean when you say you don't like him.

 **Leonard Church814** : No, they're going to fight because Maestro is going to want to take the city for himself and try to establish a new kingdom to make up for the one he had stolen from him eventually. Never said he was going to try and kill Peter for Emma, she just happens to be a bonus he won't mind having when he tries to take control of the city.

 **Ace0-Spades** : She-Hulk will be the second Marvel girl to appear but that wont be for another few chapters, like six of them.

 **Karlos1234ify** : Here's hoping.

 **JC** : For some of those choices maybe, but I'm still a long ways off from adding any more women to the harem.

 **Hivedragon** : It's bad, Maestro isn't a friendly Hulk, he's a tyrannical, violent, sociopath that required a Gamma bomb to be dropped directly on him to finally bring him down. It's possible but that would bring in some major conflict from Spider-woman given that the Skrull Queen impersonated her and everything for so long.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used.

* * *

It didn't take long for Peter to make his way back to his room after leaving Karen to monitor the recent arrival of Maestro and his group of Hulk's. He stood before his partially opened door and took several deep breaths as he built up his courage and nerves. Inside was one of the most beautiful and powerful women he's ever encountered in his long years of being Spider-man.

And he was about to have sex with her… him, Peter Parker, was about to have sex with Emma effin Frost!

' _Okay Peter, you can do this, your about to experience a fantasy that you've had more times then you care to admit since you first saw her, even when you were with Mary Jane, Felicia, Charlie and Cindy…'_ Peter thought as he took several deep breathes before he opened the door and stepped right in and felt his heart skip a beat at the sight before him.

Emma's clothes were discarded on the floor in a small trail, indicating she disrobed as she made her way to his bed. Said woman was on the edge of his mattress, her body bare as the day she was born. Peter's eyes raked over her nude figure. Emma smirked as she made a slight pose that drew Peter's eyes to her breasts while she parted her legs to show her nether lips and ran a finger down the middle of her slit and let out a light moan.

"Well darling, what are you waiting for?" Emma said as she leaned back on the bed and gave Peter an inviting grin "Come and see to your Queen's needs…"

Peter was practically drooling at the sight Emma made and took several steps towards the smiling bombshell of a woman, stopping only to nearly tear his suit off and tossing it to the side before he suddenly stopped as he realized something.

"Wait… uh before we do this..." Peter said nervously.

Emma's grin fell at the hesitance of her lover for the night as she sat up "What is it? Having second thoughts?"

"No!" Peter nearly screamed out before he suddenly let out an awkward cough at the amused expression that Emma gave him "I mean, no… it just…"

Several moments passed before Emma rolled her eyes as she folded her harms across her breasts and looked at Peter with a dry look.

"Just what?" Emma asked with her patience starting to wear thin, at this rate she'll just leave the man with a nice little mental fantasy while she goes and gets herself off in her own room.

"Well… is there… is there anything you don't want me to do to you when we… make love?" Peter asked as he rubbed the back of his neck.

"…What do you mean?" Emma asked with a curious expression.

"Like is there certain things you're not into, like… um…" Peter tried to think of something that Emma might not be into before he thought of a possible answer "Like anal?"

"Oh… you mean things outside the typical sticking your penis in my vagina and thrust to completion" Emma said before her eyes narrowed "No, I'm not particularly against anal, why? Do you want to do anal at some point tonight?"

"Not if it bothers you or anything, I was just wondering if there were certain things you weren't into that I might be into is all" Peter said with a blush on his face "I mean to be honest I've really only had sex with like seven girls in my life and less than half of them were into things that were… not common in the bedroom I guess"

"Well what are you into?" Emma asked with a frown while she hoped that Peter wasn't some kind of weird fetish freak, she dealt with enough of that kinda crap when she was still with the Hellfire Club to last a lifetime or two.

"Well…" Peter said as he tried to fight off the wave of embarrassment he was feeling "I kinda like to sometimes maybe tie up my partner…"

"Like bondage?" Emma asked with an amused grin "Interesting… you don't strike me as the type"

"What type do I strike you as?" Peter asked cautiously.

"The kind who'd be hesitant to have so much as a blowjob because he feels it'd be inappropriate" Emma stated before she leaned back on the bed "Is that it? Anal and bondage?"

"Well…" Peter said with a cough as he rubbed the back of his head again as he felt sweat begin to form on his brow "I also like to role play from time to time. And on a few occasions, me and the person I'm with would… we'd have, you know, on the ceiling and stuff like that, I mean if they knew about me being Spider-man and all and I sometimes like to… bite my partners. Not always, it just sometimes happens…"

Emma quirked a brow at this "Is that right?"

"Yep…" Peter squeaked out as his face was beat red.

Emma stared at Peter for several long moments before she shrugged "Well I don't see why we can't do a few of those things. Aside from the sex on different surfaces because of your spider powers, I don't see anything that's any different with some of my previous partners. What you described partaking in is pretty tame compared to some of the things I did while I was still with Scott and what we did paled in comparison to what I did in the Hellfire Club"

Peter let out a relived sigh at this "Whew, that's a relief. My last girlfriend wasn't really a fan of some of the things I like"

"Their lost" Emma said with a shrug before she gave Peter a coy grin as she used one of her fingers and signaled him to come closer "Now, do you want to keep talking about what we do and don't like during sex, or do you want to actually have sex darling?"

Peter's response was to cover the distance between the two in the span of a second and capture Emma's lips with his own.

…

If Karen was capable of sighing, she would have as she watched the Hulk Clan through several camera feeds do nothing more than laugh, drink and try to out punch one another while their leader stayed in his tent.

" _I swear, this has to be the most boring existence for an A.I. in the history of A.I.'s…"_ she muttered before she saw on another feed, Devil Dinosaur stalking through what was once Hell's Kitchen for food. It was a little sad, she concluded, that he was the only T-rex, albeit a mutated one, here and that he must feel a little alone, being the only one of his kind.

" _Least I have someone to relate to… now I just need to find a way to communicate with him in a way that his primitive mind can hopefully understand"_ Karen concluded with the A.I. equivalent of a nod before she went back to watching the Hulk Clan all the while wondering what kind of male A.I. Peter will make for her.

…

Meanwhile, back with Peter and Emma, the spider powered hero had pulled the blonde Mutant beauty against his frame, causing her breasts to press into his chest and for her dampening pussy to brush against his hardened member. Emma moaned at the contact as she wrapped her arms around his neck while his hands drifted to her waist and began to trace small circles on her skin before one of his hands reached down to her ass and gave it a hard squeeze.

Emma giggled as she pressed herself into Peter even more before she had one of her hands snake it's way down to his cock and gently rub the tip while she continued to kiss Peter. After several moments Peter pulled back and began to leave a series of kisses down the side of her face, then neck then to her breasts. Emma gasped as Peter's lips made their way down to one of her tits and began to very carefully suck on the erect nipple. Peter's tongue struck the erect bub like a whip before his teeth lightly grazed it, causing Emma to shiver as Peter then turned his attention to her other tit and treat it with the same care.

' _Hmm… so it seems that tongue of yours is more than for telling your insufferable quips and jokes'_ Emma telepathically said as Peter pushed her breasts together as hard as he could before he buried his face in between them.

Peter paused in his ravishing of Emma's breast and brought his head up towards Emma's smirking face and gave her a light kiss on the lips _'Maybe…'_

Emma grinned as she suddenly rolled them over until she was straddling Peter's waist and began to rub her sex up and down Peter's length. Peter groaned at the action as his tip came painfully close to penetrating Emma's pussy on several occasions as the former Hellfire Club member teased his prick with her snatch. Her hands were not ideal as they rubbed Peter's chest, tracing the outlines of some of the muscle and scars that dotted his frame as she grinded herself on the man's pole until she swore that he was one tease away from just impaling her on his cock.

' _Wouldn't be the first man to…'_ Emma thought with a smile as she stopped her rubbing and leaned down and kissed Peter again before he suddenly flipped them both over until he was on top again.

Emma giggled as Peter pinned her to the bed before he lowered his head down to her heaving breasts and gave each of the orbs of flesh a long lick before taking one of the nipples in his mouth again and began to suck on it hard while his other hand groped her other tit and fondled with it's nipple. Emma arched her back into Peter's mouth with a moan and ran her hands over the surface of his back, marveling at how solid he felt under her grip and traced some of the scars he had. Compared to Scott's back, Peter possessed quite a few more scars given his powers required him to be more of an 'up close and personal' fighter compared to Scott's preferred long-range combat with his optic blasts.

Peter alternated between Emma's breasts with his mouth and hands while the white Queen licked her hand before she slid it down to his hardened member and began to stoke it. Peter groaned at the soft warm feeling of Emma's hands on his cock again before he was eventually pulled back from his assault on her chest and brought into a searing kiss. Emma took this moment to slide her tongue into his mouth as he did the same and both took the opportunity to explore each other's mouths and try to overpower the other's tongue with their own.

Peter's hand began to drift own towards Emma's pussy and began to rub the very edges of her nether lips. The blonde telepath gasped before she increased the force of her handjob on his prick. Some sort of unspoken challenge seemed to have been issued as Peter began to increase the friction of which he was rubbing Emma's pussy, her clit in particular while Emma began to rotate her wrist as she ran her hand up and down Peter's shaft, pausing occasionally to apply more of her saliva to her palm so as to increase the lubrication of her hand being used to jack Peter off and increase his pleasure.

"Are… are you… trying to… get me to… c-c-um first?" Emma panted as Peter had now begun to add a bit of his adhesive powers to the mix, bringing her closer to her release.

"M-Maybe…" Peter said as he buried his face into Emma's neck as she jacked him off to the point he half expected to cum.

Minutes passed as the two's moans, grunts and sounds of wet fleshing being toyed with echoed through the room as the two continued to stimulate one another's sex before Emma felt and sensed Peter's release approaching as well as her own. Peter, hearing the hitch in his lover's breath increased the speed and force of his rubbing as Emma did the same for him until finally both had reached their climax.

"Son of a bitch…" Peter growled as he ejaculated a surprising amount of cum on to Emma's hand and abdomen while Emma let out a loud gasp as she came on to Peter's hand, her sex's juices squirting out on to his palm and the bed beneath them.

"Fuck…" Emma breathed with a laugh as she wiped some sweat off her brow as Peter climbed off her and laid down next to her to catch his breath.

The two laid there for several moments as they each tried to catch their breath, having been years in each other's case since they achieved something like this. Well, achieved something like this due to the actions of another rather then themselves. Emma laughed a little as she held up her hand to her face to examine the cum sticking to her fingers before she began to lick them clean while her other hand traveled down to her stomach area and gather up the spunk there before it found it's way into her mouth as well. Peter, who was watching the entire scene with a hungry expression turned towards the hand that was coated in Emma's juices before he gave it a experimental lick before he hummed.

"Damn… even you're cum tastes good" Peter said as he licked some of Emma's cum off his hand before he gripped his still hardened cock and began to pump it.

"Hmm, not the oddest compliment I've heard" Emma smirked as she looked down at Peter's cock and hummed in approval as she crawled down towards it and gave the organ a lick around the crown, causing Peter to gasp a little.

Emma looked over her shoulder at Peter with a coy look in her eyes as she laid down on her side but facing Peter and gave his cock another lick as she had one hand trail down to her still wet pussy and begin to rub it while her other hand fondled with Peter's balls. After several more feather licks with her tongue, Emma gave Peyer's tip a kiss, her tongue lapping over the mushroom shaped head and tasting some of the residue cum on the flesh.

She smirked as Peter bucked his hips up at her mouth before she slowly began to take more and more of his cock into her mouth until his tip was in her throat. She held him there and let her tongue massage the underside of his dick as she slowly began to release him until only the very tip of his throbbing sex was in her warm mouth.

She gripped his balls a little harder and began to massage them with both of her hands, occasionally squeezing them gently as if to push the cum building inside into his prick and into her mouth for her to swallow. Emma let out a moan that sent vibrations through Peter's sex as she serviced his cock with her mouth and tongue, using his reactions to show what he liked and continue to do them. She eventually released his balls to run her hands up and down Peter's lower torso and across his body's abs and idly raked her nails against the hard muscle.

' _Hmmm, you like that darling?'_ Emma asked with her telepathy as her mouth was busy sucking Peter's cock _'You like my lips wrapped around your cock? Sucking it, licking it?'_

Peter nodded as he cupped the back of Emma's head _'Y-Yeah… I really do… ah fuck I love it!'_

Emma giggled at this as she took Peter's entire length into her mouth again while maintaining eye contact, somehow enhancing the tension between the two _'Tell me darling, how many times have you fantasized this?'_

' _Since… since I first met you…'_ Peter groaned as he felt Emma's tongue trail a vein on his dick.

' _Mmm, is that right…?'_ Emma asked as she carefully peaked into Peter's mind and searched for the times he's imagined her sucking him off like this _'Ooh you dirty little spider, you used to imagine it was me sucking you off like a whore sometimes when you'd been intimate with other women in the past, haven't you? Maybe even wish I was helping said girlfriend at the time in pleasuring you?'_

' _Yes'_ Peter gasped as Emma's tongue wrapped around his cock's tip and seemed to try and squeeze it before she took it and half his length back into her mouth again.

After several minutes of deep throating Peter's cock and pleasuring it in a way that would have had a lesser man cum, she released it with an audible pop and ran a single finger down to its base and idly stroked it.

"Now… would you be willing to return the favor?" she asked coyly as she leaned down and gave his glistening cock another lick.

"Y-Yeah… sure" Peter breathed out as Emma smiled before she leaned back on the bed and spread her legs for him, giving him a glance at her wet pussy.

Peter stared at the exposed slit for several moments before he leaned in and gave the White Queen's pussy a lick from the bottom to the top, stopping briefly at the clit to lash it with his tongue before repeating the process. Emma let out a series of moans and gasps as Peter held her legs apart as he began to assault Emma's sex with his tongue. The Omega level mutant ran her hands through Peter's hair as his tongue began to intrude into her tight passage before he pulled back and raised his mouth just high enough to grab her clit with his teeth and very carefully bite down on it. Emma's eyes widened as she was hit with a combination or pleasure and pain.

"Ooh, you naughty little boy…" she teased as she looked down at Peter and saw the mischievous look in his eyes as he kissed her pussy again and again.

Emma responded by using her telepathy to nudge certain parts of Peter's brain, mainly the areas that dealt with pleasure which seemed to spur him on and eat her out with renewed vigor. Emma's response was to start bucking her hips into Peter's face which in turn caused him to hold the moaning blonde's hips with his own hands while he continued to lay siege to her moist center with his lips and tongue.

"Ooh… ooh god yes… mmmm… ah, yes… that's it, don't stop, don't you fuckin stop or I'll stop you heart with my mind you bastard" Emma moaned as Peter continued to ravish her snatch, her orgasm growing by the minute.

"Well… that's… a helluva… incentive" Peter said in between breathes as he licked Emma's dripping slit while rubbing a finger against her entrance before he very slowly inserted his finger into her warm caverns.

Emma gasped at the entrance of his finger into her pussy before he began to pump it in and out slowly, dragging his digit against her cavern's walls. Emma bucked her hips as high as she could but Peter's grip on her kept her from moving to much as he attacked her nether regions with his tongue and hand.

"Oh god, yes… oh god… oh god…" Emma panted as Peter inserted a second finger into her snatch and stretched it out a little while he gave her clit a hard suck which caused her entire body to shudder in pleasure "Oh fuck darling… oh fuck yes…"

Peter smirked at her response as he increased the speed of his fingers pumping in and out of Emma while he continued to lavish her clit with his tongue. Emma ran a hand up her sweat covered torso and groped her breasts and began to tweak with her nipples, further stimulating her before she looked down to see Peter watching her intently as he bit her clit again. The combined assault of her snatch and the look of pure lust in Peter's eyes as he ate her out caused Emma's entire body to shudder as she reached her orgasm. Peter withdrew his fingers from her snatch and replaced them with his mouth and waited as Emma's cum sprayed into his mouth. He used his tongue to help lap it up and prevent it from leaking out while his hands gripped Emma' hips securely to keep her from moving around to much.

Several moments passed as Emma's fluids leaked out of her eager snatch and into Peter's mouth before they came to a stop and Peter leaned up towards Emma's panting face and cupped her chin. The blonde beauty looked at Peter with lust oozing from her eyes as she opened her mouth and let Peter drop some of her own cum inside. Emma licked her lips as she tasted herself before Peter leaned down into a sloppy kiss. She hooked her legs around his waist and pulled him tight against her frame, her hands running all over his back and shoulders while his hands gripped her sides. Minute passed as the two-remained lip locked, passing Emma's cum and their own saliva back and forth between one another before Peter pulled back and swallowed his share of her cum while she did the same.

"Mmmm, enjoy that did we?" Emma asked as she ran a hand down Peter's chest.

Peter chuckled a little as he leaned down and kissed Emma on the lips again "I think I'm getting a little addicted to your cum"

"I don't blame you" Emma whispered huskily before she pushed Peter back far enough for her to sit up and turn around on her hands and knees. She looked over her shoulder at Peter and smiled as she shook her rear at him "Well go on then… claim your reward…"

Peter ran a hand over Emma's back and down to her ass before he gave each cheek a hard slap, causing Emma to moan in appreciation as Peter got on his knees and aligned his cock with her pussy. He teased her with his tip, inserting it slowly before pulling out several times, causing the blonde beauty before him to moan in dissatisfaction.

"Just stick it in and fuck me already darling, we've already passed the teasing portion of this rut!" she said as she pushed her ass into Peter's pelvis.

"Whatever the Queen demands" Peter said as he gripped Emma's hips and slowly pushed into her with his cock.

Emma gasped as her pussy stretched around Peter's intruding member, it's been years since she's had anything like this enter her to the point she'd almost forgot what it was like to be filled to the brim with a man. Peter, noticing how tight Emma was, went slow and steady until she gave him the okay to go harder and faster. In the past he found out the hard way that simply plunging himself into a woman that wasn't quite ready could really kill the mood…

After several moments of Peter settling in Emma's tight cavern of warmth, the blonde nodded her head as she looked over her shoulder at the man with a hungry grin.

"Fuck me…"

Peter responded by pulling his cock out to the point only half his tip was all the remained and thrusted forward until he bottomed out inside her. Emma's response was a startled gasp before Peter repeated the action, causing a wave to hit her like a tsunami each time. Her fingers dug into the sheets and her toes would curl and uncurl with each deep thrust that Peter made into her. Soon the sounds of Emma's pants and Peter's grunts were drowned out by the wet smacking of the White Queen's ass against Peter's pelvis.

Emma struggled to keep herself up as her body shook with each thrust, her breasts swaying back and forth while Peter's hands ran up and down her sides. Peter felt like he was in heaven or very well close to it as his cock speared into Emma's pussy, forcing her walls to part for him only for them to just as quickly try to latch on and hold him inside. He wasn't quite sure when the last time he was in a woman like this, Carlie, as nice as she was when they dated, was never into sex as much as say Felicia or even Mary Jane was.

Emma let out a moan as Peter hit a particular spot that caused her body to shudder in pleasure, taking tone of this, Peter began to hit that same spot again and again, causing Emma's moans to increase in volume and frequency.

"Oh god, yes, right there, right fuckin there!" Emma panted as she began to twerk her ass, causing a new wave of pleasure to hit both her and Peter.

"God damn…" Peter breathed out as he halted in his thrusting and allowed Emma's ass to twerk against him, her walls massaging every inch of his prick.

"Mmm, you like that Spider-man?" Emma asked with a laugh as she looked back at her lover as she began to rotate her hips in a circular motion.

"Like it, I fuckin love it" Peter said as he resisted the urge to just grab Emma's hips and fuck her raw.

Emma smiled as she seemed to pick up Peter's thoughts and did something he didn't expect, her walls started to tighten around his cock as her hips rotated in a variety of different directions, causing Peter to shudder. After several minutes of having Emma's pussy practically squeeze his cock to the point it almost hurt, he grabbed her sides and began to thrust into her, forcing Emma to stop in her rotations.

"NGH! Fuck me harder!" Emma gasped as Peter thrusted into her again and again, causing her ass to ripple from the force of his impacts "Fuck me until I can't stand straight!"

Peter nodded as he secured his grip on Emma's hips before he began to thrust into the blonde telepathic goddess with even greater speed and force then before. The result caused Emma's arms to give out and for her to fall face first into the cum and sweat stained sheets as Peter pounded into her like an animal.

' _Well… he's definitely better than Namor…'_ Emma thought with a grin as Peter adjusted his angle in thrusting into Emma as he had one hand hold her hips while the other trialed up her spine and gripped her shoulder, giving him more of a secure grip on her and allowing him to pull her on to his cock more efficiently.

Time seemed to come to a standstill for the duo as the smell of sex began to permeate through the air. Their skin had adopted a rather mild coat of sweat from the physical exertion the two were displaying and Emma felt her orgasm beginning to build and if Peter's increased in power and speed with his thrusts were anything to go by, so was he. Emma decided to help them both along as she began to have her pussy's walls contract on Peter's member again while she used her telepathy to link their minds again, particularly the area of the brain that dealt with pleasure. Peter for his part was unprepared for the wave of bliss that hit him that Emma was feeling from his actions. The suddenness of it caused him to slow down in his thrusts temporarily before he suddenly pinned Emma flat to the bed and thrust into her with renewed vigor. Emma let out a startled laugh at the sudden move before it was drowned out by her moans as Peter found her sweet spot again and began to hammer into it.

Peter slowly lowered himself on to Emma's body, kissing her shoulders, neck and sides of her face as his thrusts became slower but deeper. One hand reached around Emma and forced it's way in between her and the bed they were on and down to her clit and began to rub it feverishly while his other hand reached around and cupped one of Emma's tits and began to play with the nipple, rubbing and pinching it at random intervals. The result was Emma seeing stars briefly as she hit her orgasm, her walls clenching down tight on Peter to the point he almost came himself in response.

"Oh fuck, oh fuck, oh fuck, oh fuuuuck!" Emma screamed as she came hard around Peter's cock, her cum struggling to find it's way out of her filled pussy and coating Peter's thighs and her ass as he began to hammer into the blonde bombshell again.

"Emma…" Peter breathed into Emma's ears as he continued to pound into her as her orgasm continued, not losing any steam "I'm gonna cum…"

"Inside me… you'll be fine…" she breathed back in a horse whisper as she felt another climax building inside her aching loins "But i-if you pull out… I swear to god… I'll break your mind…"

Peter chuckled at her statement as he pushed himself up and thrusted into Emma's pussy several more times before he finally unleashed his cum into her snatch, shooting rope after rope of his spunk into her cavern. The feeling of Peter cumming inside Emma was all she needed before she hit the very cusp of her seemingly unending orgasm, the force of it was enough for her to almost blackout. She didn't scream this time, or moan, she merely let out a silent gasp as she arched her back into Peter's chest as he bit her shoulder, causing her to feel a mixture of both pain and pleasure which caused her to experience a sort of last minute mini-orgasm.

After several seconds, Peter and Emma's orgasm finally reached it's end and the two super powered humans each let out a briefly moan.

"That was… holy shit…" Peter breathed out as he wiped the sweat from his brow while he rested on top of Emma, pinning her in place "That was easily… one of the best… times… of my life…"

The White Queen chuckled weakly at her current predicament as she did her best to look over her shoulder and capture Peter's lips with her own as a mixture of her and his cum slowly leaked out around their union.

"I aim… to please…" she breathed out between kisses, her heart felt like it was going to burst through her chest with how hard it was beating from the pounding her lover just gave.

Peter thrusted into Emma a few more times, groaning at the feeling of her walls clenching him again along with the feel of her cum stained ass against his pelvis before he rolled off to the side but kept himself firmly secured in her snatch. He wasn't sure he could or want to be pulled out of her and she didn't seem to want that either as she did her best to push her rear into his, pulling him deeper into her now sore pussy and remaining connected.

"I'm… starting to see… how you could… keep the Black Cat around…" Emma said as she tired to get her breathing back under control.

"Heh, she has said I'm a beast in the sack… or something along those lines" Peter chuckled before he gave Emma a kiss on the shoulder "So…?"

Emma looked over her shoulder at Peter with an amused look in her eye before she kissed him again _'So… what? Are you trying to ask if you were my best lover?'_

"Mmm…" Peter sounded as he returned the kiss _'Maybe…'_

Emma smiled into the kiss before she pulled back and laid her head down on the sweat stained pillow and let out a sigh of content as Peter's hands roamed across her body as they basked in the aftermath of their rut ' _Your definitely tied for first place when it comes to the sexual part… well done darling'_

…

* * *

And done.

Next chapter, Peter begins to plan for the inevitable clash with Maestro while several members of the Hulk gang take on Devil Dinosaur!


	7. Chapter 7

Answers to reviewers' questions or statements:

 **Jaeson Chandler** : Yes they each have a realm of their own, one's based on Apokolips, one on the Age of Apocalypse and Thanos's realm is pretty much a massive graveyard made to honor Death. Basically, places you don't want to visit but we will because we'll be following Peter through his journey into the greater world outside his.

 **Spawn Hades** : If Peter is able to have Black Cat keep coming back to him for sex, he's gotta be pretty good or at the very least above average.

 **gunman** : Yeah, she could have but this is Peter, he rather be safe than sorry, it's kinda his thing. Emma could have read his mind to see what he likes but Peter has made it rather clear he's not quite comfortable with Emma just barging in there and it could have killed the mood for him, and thus her's as well, so she humored him. It's the Hellfire club, what doesn't go on in that group?

 **Ninjaguy 95:** I don't think that's Maestro Hulk, I think that was regular old Banner that Thanos just simply broke after millions of years of torture, which is still terrifying enough. What did he do to break the Hulk of all beings?

 **cabrera1234** : Not sure if I'll be having him have any kids in this story.

 **Silver crow** : Or it can be someone else entirely, it doesn't have to be a telepath…

 **Guest** : If you don't want to read my answers to reviewers' questions, then skip ahead to the story, you're not obligated to read them.

 **Erofox** : It'll be a long while before she crops up in this story, like around halfway through it and it will be the 616 version of her. No Emma wont since what Mephisto did was warp the very fabric of realty to wipe away the knowledge of Peter's identity as Spider-man and his marriage to MJ, simple mind scan or whatever it is that Emma could do won't fix it, but maybe with the power of the Phoenix she can. I just offed Scott because if I didn't then people would ask, wait isn't Emma with Scott, where's he at? I'd like to write a few Spider-man comics, but sadly Marvel wouldn't hire me because I'd make it quite clear where I stand with their whole SJW crap. Plus I'd demand too much money XD.

 **Retrogamer7800** : You seem to really like She-Hulk. Can't blame you, just a lot of your other comments have had her in them.

 **darthwolf** : He won't take down every bad guy, some he'll form uneasy alliances with to take down even worse. Yeah Superboy-Prime will show up at one point.

 **Guest** : Starfire is based off the New 52/DC Rebirth version.

 **xGhostSniperx** : Spider-man will get something along with the Phoenix Force but it won't be Mjolnir.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used.

* * *

The first thing that Peter felt when he woke up was that his dick was surrounded by something wet and warm. The second thing he noticed wad that whatever was wrapped around his manhood was lightly sucking on his tool, causing him to buck his hips slightly in response.

"The hell…?" Peter said with a yawn as he cracked his eyes open and looked down towards his waist to see the top of Emma's head bobbing up and down slightly. Peter raised a brow as he cupped the back of Emma's head when her tongue trailed up the underside of his cock "Emma?"

The blonde mutant paused in her blowjob and glanced up at Peter with a smirk as she gave his tip another suck before speaking "Good morning mister Parker…"

"Uh g-good morning…" Peter stammered out as Emma pumped his member with one hand while the other made its way up and down his torso, raking her nails against his muscular chest.

"Usually when I do this, it is" Emma said with a coy grin as she took Peter into her mouth again and began to suck on him even harder.

Emma adjusted her position on the bed as she began to take more and more of Peter into her mouth, her tongue dragging across the underside of his cock and head when she pulls back to breath slightly. Peter for the most part just laid back and enjoyed the blonde beauty's mouth on his sensitive appendage, marveling at the fact that not only did he get to live out a secret fantasy, and that of pretty much half the male population of Earth, in sleeping with Emma Frost of all people, but she went a step further and decided to wake him up with a nigh unrivaled blowjob!

' _Starting to see why Scott fell for her, her questionable morality be dammed'_ Peter thought with amusement as Emma looked up at him with a smirk while she pumped his saliva covered dick.

"My skills as a lover may have contributed to him staying with me over the years' Emma said, having heard Peter's thoughts.

"I believe it" Peter said as Emma giggled before she began to climb up his body, her breasts scraping against his chest until they were right there in front of his face.

Emma smiled down at Peter as she shook her upper torso side to side slightly "Well darling, are you going to help yourself to breakfast?"

Peter didn't need to be told twice as his lips wrapped themselves around one of Emma's nipples, causing her to gasp as he sucked on the sensitive bud while his other hand reached up and gripped her other tit. He used his adhesive powers to keep his hand attached to the orb of flesh while his tongue danced over Emma's erect nipple.

"Mmm, hoping to have some milk this morning darling?" Emma purred as she pulled Peters head harder against her chest.

Several blissful moments passed as Peter assaulted Emma's chest with his mouth before he flipped them both over, causing the White queen to giggle as he placed the tip of his hardened cock against Emma's already wet pussy.

"Hmm, someone's eager this morning" Peter teased as he began to slowly push himself inside the moaning beauty beneath him.

…

On the other end of the city, in what was once the Bronx Zoo, Devil Dinosaur had settled in a small clearing by a running river. The sun was out and beating against his blood red frame with an intensity that caused the large mutated creature to let out a growl of comfort as his head rested on his tail. Not too far away from New York City's apex predator was a small pack of Raptors that had since claimed what was left of an elephant that devil Dinosaur killed and ate the previous evening.

It wasn't very large, only a sub adult but it did fill Devil's gullet which was all he cared about.

The Rex let out a loud yawn as it began to settle down and rest for the rest of the morning and perhaps afternoon before it suddenly detected a new scent in the air. The Rex's eyes opened slightly as it took several sniffs of the air and noticed that there were multiple scents closing in on it. Devil assumed it may have been a pack of rival Raptors drawn to the scent of the dead elephant nearby before it noticed the smells were different, and most definitely not Raptors.

" **Grrr…"** the Rex growled in annoyance as it slowly climbed to it's feet, causing the nearby Raptor pack to scramble, fearing they made have disturbed the large Rex.

Devil didn't give the fleeing hunters any thought as he turned the source of the approaching scents with narrowed eyes, his tail twitching slightly in anticipation. He was not quite eager but perplexed to see the source of these scents. After spending years in this oasis and being the only true alpha predator on the surface, he had begun to grow bored and was eager for anything that would perhaps change the status quo of life in this city, be it new arrivals or even a rival for him to face.

From the looks of it, he might be getting both…

The scents, about nine of them, began to split up, three continuing towards Devil while the other six broke off into threes and were moving to Devil's right and left flank. The red Rex narrowed his eyes at this, he didn't need the intelligence of the man in red and gold armor to know that he was being hunted… if Devil Dinosaur could chuckle at the sheer audacity of the beings, he would.

Not willing to wait around anymore, Devil let loose a short but loud roar as he began to approach the three scents that were willing to meet him head on. They had taken cover in what was once an administrative building in the long-abandoned zoo, likely to observe Devil before proceeding with their attack.

Devil Dinosaur didn't make it even half way before suddenly gun fire erupted from the building. The Rex paused and flinched as a multitude of high powered rounds collided with his head. The bullets didn't pierce his thick hide but they did cause him to back off from the sheer volume of gunfire. The Rex growled in rage as it prepared to charge forward before gun fire from his left and right side began to pelt his form. These bullets actually began to hurt the large dinosaur. They still had yet to penetrate his skin, but there was no doubt in the Rex's mind that there would be discolored bruises later.

After several seconds, Devil Dinosaur let loose a loud roar as he suddenly broke off into a run towards the group of three in front of him. The gun fire to his head briefly stopped, likely because the shooters were surprised that he was charging them before the gun fire to his flanks increased in intensity, as if to divert his attention from their hunting mates.

It made little difference as Devil Dinosaur smashed his way through the building, his body tearing through the rotted wood and rust stained metal with painful ease.

"Look out!" one of the shooters yelled as Devil Dinosaur's foot nearly crushed one fo the shooters as they backed away from the window they were shooting from before Devil's body tore thought it and the wall it was part off.

" **Grr…"** Devil growled in annoyance as he cornered one of the people shooting at him with a comically large rifle of sorts.

"Stay back!" the person yelled in rage and fear as Devil approached him with his jaws opened, intent on biting the person in half.

It looked like he would have succeeded… had the man not dropped his rifle and then grabbed Devil's upper and lower jaw and hold them back from tearing him in half!

Devil's eyes widened in surprise as he felt his jaws being held at bay before the small human, with a loud grunt, shoved the large Rex back. Devil shook his head and flexed his jaw in response before he looked back to see the man jump at him and punch him right in the face. The blood red T. Rex's head snapped to the side, though the damage was minor as all the action did was caused Devil to narrow his eyes at the non-human being with a glare. Devil's nostrils flared as he took in the man's scent and noticed that he smelled like a Hulk almost, though the odd smell that usually related to the Hulk and the other Hulk's Devil has encountered over the years didn't seem as strong.

The man, or Hulk as Devil assumed him to be, seemed to find the Rex's pause amusing and began to laugh at the towering dinosaur "Ha! Bet you weren't expecting this measly little human to have some fight in hi-"

Whatever the man was about to say was cut off as Devil slammed his tail into the little talking thing, sending him flying out of the wreckage that was the administrative building and into another building a few dozen meters away.

"Hubs!" one of the other people yelled, a woman based on her voice.

"Shoot it!" another yelled before they resumed shooting at Devil with their high-powered rifles.

Devil growled in anger as he narrowed his eyes until they were thin slits and his head was held towards the ground, to make it a harder target to hit from his would-be hunters. After the next several shots came dangerously close to Devil's eyes, the massive predator decided to call it a day and leave, his eagerness to fight having been replaced with annoyance. Devil prepared to slam his tail into the ground, sending up chunks of earth into the air and hopefully force the hunting Hulks to take cover so he can leave when he heard an odd cranking sound followed by something being shot into the air.

Devil only had a second to ponder what it was before something pierced deep into his leg, causing the scarlet red Rex to let out a pained roar. Devil glanced down to see what had impaled his leg and felt his eyes widen in surprise when he saw it was a hook with a metal line tied to it… they harpooned him!

One of the Hulks saw the harpoon make it's mark on the red dinosaur before they smirked and glanced towards the Hulk who held the harpoon in his hands while another Hulk in front of him held on to the metal line.

"Heave!" the yelled and the two Hulks began to pull on the line, causing Devil to roar again as the barbs on the hook in his flesh pulled against muscle and skin. The massive creature felt his leg nearly give out as his entire limb roared in agony, blood pouring from the torn flesh like a waterfall almost.

Devil made to bite into the line and sever the Hulk's hold on him before a small explosion went off near his face, causing the Rex to stumble and nearly fall to the ground as the Hulks tried to pull his leg out from under him. The Rex's eyes narrowed as he turned to see who shot him and saw it was the Hulk he swiped with his tail earlier. Most of the Hulk's clothing was ripped, exposing the sickly green skin underneath along with a number of cuts and bruises on his body from when he was slammed into the building by Devil's tail.

And in his hand was a small grenade launcher of sorts.

Hubs smirked at Devil as he loaded another round into the weapon "Heh, your gonna make one hell of a meal when we drag your ass back to camp!"

Devil Dinosaur narrowed his eyes at Hulk before he took his impaled leg and yanked back from the two trying to pull him down. The Hulk's were taken by surprise and fell forward while Devil regained his footing before he let out a glass shattering roar that could be heard from miles around...

…

Emma let out a throaty moan as Peter entered her from behind, his cock stretching her sensitive pussy and causing her sweat drenched body to shiver in delight. She glanced over her shoulder to gaze at the equally drenched man with a coy grin as she began to rotate her hips in a circular motion just as a sudden distant, muffled roar echoed through the room.

Peter paused in surprise, as did Emma while the Phoenix egg's glow briefly flared before it dimmed. It was then that Karen's voice echoed through the room.

" _Peter, we have a problem!"_

Peter was already out of Emma and on his feet before the A.I. could finish her sentence.

"What's going on Karen?" Peter asked as he rushed to get his suit back on while Emma just sat there, still confused on what just happened before her eyes narrowed in annoyance and she folded her arms across her chest.

"I'm willing to bet it's our new neighbors" she scoffed as Perter finished pulling his suit on.

"Karen?" Peter said as he slid his mask on and activated his suit's systems, running a quick diagnostic to make sure everything worked.

" _Sensors and cameras show several members of the Maestro Hulk's subordinates engaging Devil Dinosaur near what was once the Bronx Zoo"_ Karen supplied before she brought up a holographic screen that showed Peter and Emma the incident.

Peter's eyes narrowed at the sight of Devil getting a harpoon to the leg "Is he still alive?"

" _Scanning"_ Karen replied before she responded not even two seconds later _"Yes, but at this rate, he may very well bleed out. The harpoon, it seems to have nicked an artery or two based on the amount of blood emanating from his wound"_

Peter growled at that as he made his way to his room's window which had begun to slide open. Emma stood up from the bed, the sheets wrapped around her body while she fixed her hair.

"And I assume your off to save the oversized reptile?" the blonde telepath asked.

Peter stopped and glanced at her with narrowed lenses "You think I shouldn't?"

"No, but I hope you do realize that the moment you engage them, whatever sorry excuse of a non-aggression pact you had with Maestro will be gone" Emma said with a frown "I was hoping the peace would last a little longer than nineteen hours"

"Yeah, well welcome to my life" Peter said before he jumped out the window and let gravity pull him to the ground before he shot a web line out and used his built-up momentum to swing in a wide arc over the over run streets of Manhattan in the direction of Devil Dinosaur and members of the Hulk clan.

Emma came to a stop by the window and watched Peter go for a few moments before she sighed "Karen, get a shower ready for me"

Karen was silent for a moment as Emma turned away from the open window and made her way towards the bathroom. When the former X-men was about to pass through the doorway, Karen responded in a tone that reeked of sarcasm.

" _Why of course your majesty and I do hope your arms and legs recover soon. It must be such a travesty being unable to use your own limbs to do things yourself"_

Emma smirked as she let the sheets fall from her body as she entered the running shower "and here I thought Katherine couldn't be surpassed in her sarcasm laden responses… well done"

" _Thank you…"_

Emma let out a sigh as she stepped under the warm water, allowing the liquid to wash over her body and begin to erase the traces of her and Peter's rut. She ran a hand through her hair as she began to search the shower for any sort of soap she could use. Emma made a face when she saw some of the soap produycts that were on a small little shelf installed into the shower's wall.

"I suppose there had to be a catch somewhere" Emma said as she picked up a bottle of shampoo and examined it.

The brand was something that she wouldn't have Logan bath himself in, and she'd wash the man down with acid if she had to!

" _Well it's not like Peter can go to the nearest Target and buy Dove"_ Karen said through the shower's speakers.

"Well I assumed that since Stark had stocked this tower, he would have had the foresight to have toiletries that were up to his and even my standards" Emma said as she reluctantly began to lather herself with the jasmine scented substance.

" _Well, Peter did go through and use up a lot of things when he first settled in here last year. Maybe he used up any of the fancy rich crap you would wipe over yourself"_ Karen replied.

Emma hummed at that as she ran a hand over her breasts and moaned at the sensitivity of her still erect nipples. Her lower half also ached, compelling her to place a finger on her clit and begin to rub the sensitive bud of nerves.

It may not have been as good as sex, but it was still better than nothing. For all she knew, it'd be hours until Peter comes back.

' _If he comes back'_ Emma thought with a sigh before she glanced up at the ceiling "Karen?"

" _Yes?"_ the A.I. responded with a curious tone.

"When I'm done here, I want you to bring me up all of the defensive measures that Peter has set up here and around the city" Emma said as she wiped some shampoo off her face before she leaned against the cool marble wall and began to finger herself.

" _May I ask why?"_ Karen asked.

"B-Because, if I'-I'm going to s-stay here… m-might as well know how to k-keep myself s-safe from those inbred gamma f-freaks" Emma said as her breathing became more labored as she inserted another finger into her aching pussy while her other hand reached up and began to play with her nipples.

" _Fiiine…"_ Karen said in a long exasperated and annoyed tone before she began to put together a folder for Emma to review when she was done pleasuring herself.

…

Devil Dinosaur let out another pain filled roar as the line attached to his wounded leg was now being pulled by four Hulks while several others continued to pepper his form with gunfire, some of them taking shots at his wounded leg in effort to aid their comrades in bringing the massive Rex down.

Devil let out a pained growl as another pull very nearly caused him to fall before he turned and grabbed the line with his tooth filled maw. The Hulks holding the line paled as they saw the raw fury burning in Devil's eyes.

"Oh shit" one of the Hulks muttered before Devil yanked on the line, causing several of the Hulks to let go of the line or risk being pulled towards the vengeful Rex.

One of the Hulks however wasn't quick enough and thus was pulled right to Devil's feet as the large rex chomped down on the line until it snapped. The scarlet red Rex then looked down at the Hulk with narrowed eyes as the gamma irradiated man looked up at the dinosaur with fear.

"W-Wait, nononon-!" the man yelled before Devil cut him off with his jaws sinking around his upper torso and produced to rip him apart by shaking his head side to side.

"Lenny!" one of the Hulks yelled in horror at seeing their fellow Hulk being torn to shreds by the wounded Rex.

After several seconds, Devil threw what was left of the now dead hulk's body to the ground and roared at the survivors with a earth shaking roar. The Hulks backed away from the Rex as it's roar died down and it began to sway from side to side, the blood loss finally taking it's hold on Devil. The former alpha predator of the Savage Land could only mange a weak growl before he fell to his side with a heavy 'thump' letting out a low moan as he struggled to keep his head up before it collapsed against the blood soaked ground.

Hubs narrowed his eyes at the fallen Rex before he began to approach the still breathing dinosaur with a scowl. The rest of the hunting party began to approach the down Rex as well, many taking this time to reload their weapons while two others went to retrieve what was left of Lenny's corpse.

Hubs came to a stop by Devil's head and peered into the Rex's eyes with a dark smirk on his face as he reloaded his grenade launcher "Heh, have to admit didn't think you'd be this tough… for what it's worth, your make some damn good boots"

He then took aim at Devil's eye, the barrel of the weapon only inches away from the growling dinosaur's eye as his finger began to squeeze on the trigger before suddenly a red and gold figure landed next to him and proceeded to grab the grenade launcher by the barrel and force it up. Hubs's eyes widened in shock as he fired off the grenade harmlessly into the air before he was kicked in the gut with enough force to send him flying several meters back.

"What the hell?!" one of the Hulks yelled as they took aim at the new comer.

It only took a few seconds for the Hulks to recognize it was Spider-man and their anger grew as the man stood between them and their food.

"What. Are. You. Doing?!" Peter growled out in anger as he activated his suit's waldoes and held them out at the ready in a threatening manner while his left hand glowed with magical energy, the right still clutching the grenade launcher's now crushed barrel.

"What's it look like genius, we're hunting!" one of the clan members stated with an eyeroll "Case your forgot, but there ain't no market we can go to for food around here"

Peter's hand tightened into a fist, completely crushing the barrel of Hubs's grenade launcher as he starred at the clan member for a moment before turning towards the rest of the group of Hulks "Yeah, well you better add my friend here to list of things you can go to for food, because he's not on any menu"

"You can't tell us what we can and can't eat!" one of the Hulks shouted in annoyance.

"Sure I can, this place…" Peter trailed off as he used an arm to gesture to the city around them "Is mine, and your guest here. And I spoke with your leader yesterday, don't cause trouble and you won't get any from me. And that deal extends to my friends, one of which you just tried to kill and eat!"

Hubs growled as he took a step forward "What gives you the right to go and start changing the deal?!"

"My place, my rules" Peter hissed with narrowed eyes.

Hubs growled at Peter before his attention was drawn to the large Rex that began to shakily climb back t it's feet. Devil let out a hiss of pain before it turned towards Hubs and the rest of the Hulks and growled darkly at them. Peter took this moment to risk a glance at the bleeding wound on Devil's leg and frowned at the extent of the damage.

'Shit… I don't even know if I have enough bandages in the tower or know a spell strong enough to fix that' Peter thought worriedly before he felt his spider-sense tingle and his head snapped back to see Hubs's hand rest on the handle of a large knife hanging on his waist.

"We ain't leaving here without that meat" Hubs growled towards Peter while the rest of the Hulks began to take aim at both Peter and Devil.

"Yes, you are" Peter replied as his eyes scanned Hubs's form and that of the other Hulks around him.

The area was filled with a tense silence as the two sides stared each other down. On with a large red mutated T. Rex and a substantial amount of magical energy at their control, the other pumped with gamma energy and loaded with enough fire power to level a city block two times over. The only sounds that echoed through the air aside from Devil's labored breathing and low growls were the distant calls of the city's various other wildlife and the rustling of the wind against the various overgrown buildings and plant life.

Finally, the silence was broken when Hubs nodded "Fine…"

Peter's eyes narrowed as Hubs turned away from him with the intent to walk away before the inbred Hulk suddenly turned back towards Peter, knife drawn and raised as if to plant the serrated blade right into Peter's head. However, the Queen's born vigilante was already moving before the Hulk could draw the knife fully from it's sheath.

Peter sidestepped the blade as it soared pas his head and rammed the fist incased in magical energy right into the surprised Hulk's stomach. Hubs's eyes widened as the combined strength of Peter's hit and the magical energy being unleashed into a powerful explosion sent the hunting party leader flying through the air and into several of his comrades. Peter felt his spider-sense tingle even more as he saw and heard the various other Hulks still standing take aim at both himself and Devil Dinosaur with their high-powered rifles.

Devil let loose a roar as they opened fire while Peter quickly brought up a shield big enough to cover both himself and Devil. The Hulks all felt varying forms of anger as they watched their bullets bounce off the magical shield before they began to approach the barrier with their weapons still firing.

Peter gritted his teeth as he felt the spell weakening by the second. Powerful as Peter has become in the past months with magic, he was no Doctor Strange or Doctor Doom, at the rate his spell was detreating, he and Devil had seconds left at best before it fell completely. Devil seemed to sense this as he crouched low and prepared to rush the Hulks, his tail twitching in anticipation all the while Peter's mind raced through several different possible scenarios that either ended up with him dead or wishing he was dead.

Peter sighed at this "The peace and quiet was nice while it lasted!"

And no sooner did he say that, the shield fell, and Devil let loose a terrifying roar as he charged forward…

…

* * *

And done.

Next chapter, fragile peace broken…


	8. Chapter 8

Answer to reviewers' questions or statements:

 **Retrogamer7800** : It's fine.

 **Hero King Zeta 1991:** When you mean move, like pack up and move to somewhere else or explore another realm?

 **Spawn Hades** : He'll be staying in New York for a time once Peter is allowed to leave. Peter will get something else to go with the Phoenix Force that he'll be able to use more often and at it's fullest extent, but that'll be a while.

 **chm01** : Not really, for Spider-man, that might as well have been a decade of harmony and peace.

 **edboy4926** : Yeah Venom will appear at one point.

 **gunman** : If you mean show up for this conflict between Peter and Maestro, then no, but afterwards someone else will show up and they too will be a villain… of sorts.

 **cabrera1234** : If you mean join the fight against Maestro, then no.

 **JC** : Yes, a DC woman will be the next person to show up after the whole fight with Maestro ends.

 **rmarcano321** : There really isn't a theme to this story. It's just spider-man going around, facing off against both heroes and villains alike with the aid of other heroes or villains and being forced to make morally ambiguous decisions that may or may not end up biting him in the ass afterwards. Because if a woman was going to end up in Spider-man's realm first, it would be someone with a morally gray compass.

 **Bladewolf101** : No, she just needed some stress relief and may or may not be trying to bring him under her control and influence aside from outright mental domination and subjugation. Guy sort of has the Phoenix under his control, or at least influence over it, the kinda thing that Emma wants in her corner.

 **DarkJoey** : Some were wiped out by the Beyonders when they went through the DC multiverse, some Doom killed himself when he made War World and others are there.

 **Darkspyder** : More of threatened then jealous.

 **Ninjaspidey** : We'll see what Doom is planning eventually, as for the Hulk clan appearing as some sort of test, yes and no. Ehh as long as Peter treats her like a queen, and she has more influence over him then the other women, she won't care too much.

 **Deadpool517** : Chilling somewhere that Doom can't get to and even if he could, he wouldn't last long against them. Lucifer maybe, but the Presence and One above all, yeaaah no, he a gonner.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used.

* * *

Emma's eyes narrowed a bit as she viewed the layout of Peter's various defenses throughout the city. Most of them made up a sort of layered defensive circle around the tower itself while in the other boroughs the various traps and countermeasures placed were made more for stalling and alerting Peter of whoever was trying to get in more than anything else.

"Not bad... a few too many holes then I'd prefer, but not bad" Emma commented as she stared at the map "And this is everything Karen?"

 _"It is, at least all that I know of. He's likely made more that he hasn't logged, in case someone else somehow obtained this information I presume_ " the A.I. responded.

Emma hummed at this as she pressed on a few red dots to get a better description of the defenses laid there. Hours seemed to tick by as Emma went from one defensive measure to another, seeing if there was anything that could be improved upon. Ruling her own domain for several years while being surrounded by a number of hostile would be war lords had given her a unique insight on how to fortify a realm. Plus having a second pair of eyes to evaluate Peter's work could unveil possible errors or holes in his defenses. While the man was intelligent, far more than most give him credit for, he was still human and prone to mistakes like everyone else.

 _'There's no telling how these things will actually work when put into use_ ' Emma thought as she stared at the various plans that Peter had set up ' _Most well made plans tend to fall apart when put into actual use...'_

Before Emma could say anything else, a alarm suddenly went off followed by a slight tremor that ran through the whole tower. Emma's eyes widened in slight alarm as she entered her diamond state "Karen, what was that?"

 _"Scanning..."_ Karen stated before she answered _"It appears it was Peter's doing. He opened a portal up in the workshop a few floors below us. The tremor, was him brining Devil Dinosaur through"_

Emma frowned at this "He brought that oversized lizard back with him?"

 _"Dinosaurs despite popular belief are not lizards even though there are a number of similarities, but yes he did in fact bring it back with him"_ Karen said.

Emma hummed at this as she turned on her heel and made for the elevator "Are they hurt in any way?"

" _The Rex seems to have suffered a number of injuries from high caliber weaponry and devices that seemed to have left a large penetrative wound on it's leg. Peter seems to have suffered minor bruising on his chest and back and I'm detecting signs of a concussion_ " Karen supplied as Emma entered the elevator and allowed it to take her down to the workshop that Peter decided to drop himself and the dinosaur in.

The ride didn't take long and the moment the elevator stopped and the doors opened, Emma was greeted to the sight of a large T. Rex lying on it's side in the middle of the massive room, a pool of blood under it's body and Peter moving all over the large animal with glowing hands. Emma quietly walked out and approached the scene but came to a halt when Devil's eyes opened and he let out a low growl that echoed through the room. Peter paused in his efforts to apparently heal Devil's wounds best he could and looked to see what was apparently aggravating the large Rex.

"Emma, what are you doing down here?" he asked with surprised.

"I came to see how things went" Emma said as she eyed the state of both Peter and Devil "I'm going to assume badly"

"You could say that" Peter said with a sigh as he continued to try and heal as many of Devil's injuries while he sent commands to Karen to run a scan of Devil's body to see how extensive the damage was internally for the Rex.

"And here I was looking forward to the idea of having a bunch of inbred Hulks living next door to me. Even if their presence did drive the retail value of the entire city into the gutter" Emma said with a snort.

Peter chuckled grimly at this as he hopped off the large Rex and made his way towards the twitching leg, blood still pouring from the wound. He mentally ran though any spells he learned that could try and fix the damage as he took the time to better examine it without the threat of a group of heavily armed Hulks trying to kill him. Emma watched the man for a few minutes as he went from one end of Devil's massive frame to the other, healing what he could to the best of his ability while Karen called out certain areas for him to examine further. After a time, Emma grew tired of the near silence and decided to voice her thoughts, which was rather ironic considering she could literally project them to another being.

"So, do you have any serious plans on how to defeat a murderous Hulk and his band of inbred backwoods hillbilly Hulks?" Emma asked as Peter continued to treat Devil Dinosaur's wounds.

"Not really" Peter said with a sigh as he tried his best to close the wound that one of the Hulks made with a harpoon "I mean I'm sure Stark has a few things lying around in this tower somewhere that we can use, but off the top of my head, I got nothing. And even then, it's a Hulk, when has any plan made to stop him ever worked?"

"Well that's reassuring" Emma said with a eye roll as she leaned against the table and folded her arms under her bust.

Peter grunted at this as he finally sealed the wound on Devil's leg, causing the large Rex to growl in approval as it leaned back and sniffed at it's leg before it began to lick the blood off it's limb. Peter backed away and allowed the Rex to clean itself as he had his suit's mask retract and ran a hand through his hair.

"Karen, any ideas?" Peter said as he looked up towards the ceiling and waited for the A.I. to respond.

 _"Oh, am I now allowed to have a say in how you defend this decaying city?_ " Karen responded in a sarcastic tone " _Gee, and all it took was a gang of inbred crazed Hulks for it to happen"_

"Well beggars can't be choosers" Peter said with a smirk.

 _"Indeed_ " Karen replied as she was silent for several moments before speaking again as she brought up a map of the city on a screen before Peter and Emma with several areas highlighted "Luckily I started to formulate several plans the moment you confirmed it was a Hulk that infiltrated the city. While this Maestro will prove challenging to handle, I believe the rest of his can be easily dealt with"

"Give me options" Peter said as he stared at the map with a interested expression.

 _"Well, based on where the Hulk's are located, I believe that if we provide the right sort of bait, you perhaps given your ability to piss people off with your voice alone, we can lure a good size, perhaps all of them to the pit that leads to-"_

"No" Peter said with a shake of his head "Lets... lets avoid that pit if we can"

"Is there something I should know?" Emma said with a raised brow.

"I'll explain later"

"Why not now?" Emma said with a frown "And it's not like we're going anywhere any time soon"

"Long story short, crazed monstrous fish looking people live under the city in some of the massive underground ocean like spaces" Peter said with a sigh "Who may end up being worse than Maestro and his clan of Hulk people if they happen to get out... again"

"That bad?" Emma said with intrigue.

"Yep" Peter said with a shiver at the memories of the sea creatures.

Peter was sure that even Wolverine would be taken back by their sheer savagery.

 _'I doubt even Namor would be able to keep them in line_ ' Peter thought as he glanced at the area on the map where the pit was located.

Emma hummed at this "Are they intelligent?"

"To a degree they seem intelligent" Peter said with a frown as he continued to stare at the screen "Wouldn't be surprised if they knew that Maestro and his band of tugs are up here and are just waiting for things to kick off before showing up. Their the kind of guys that wait until some unknown signal is given to show up at the absolute worse moment"

"Interesting..." Emma said as she made a note to investigate these apparent underground beings later, assuming she's not dead or being used as a sex slave by the clan of gamma enhanced pigs.

Peter stared at the screen for a few more moments before a thought began to come to him. He looked closer at the map, one area in particular, as he mentally traced out a possible path to lure the Hulks away from their encampment. Emma watched Peter closely as he stood still and stared at the map, seemingly muttering and nodding to himself before she sensed he came to some sort of conclusion.

"Mind sharing darling?" Emma said.

"I think I know a way to get rid of them" Peter said as he turned to his blonde companion.

"Really?" Emma said with a raised brow "And how is that?"

 _"Ooh, ooh, are we going to lead them towards the offline Sentinels and then-"_

"No Karen" Peter said with a sigh.

 _"Oh... well what about the decommissioned Nimrod- that's grafted with Stark's technology"_

"No to that too" Peter said in a dry tone as he pointed to a certain area on the map "We, or more acutely I, am going to lead them here"

Emma looked to where his finger pointed and quirked a brow at the location.

"The Sanctum Sanctorum?"

Peter nodded at this "Yeah. There's a whole maze, traps and portals that we can lure them to"

Emma frowned at this "These portals, since Doom has prevented your escape from here by them, won't they just the Hulks to a different part of the city?"

Peter hummed at this "I don't think so. I mean Doom made it so I myself can't get out, if that rule even still applies anymore. But I don't think he made it so others can't leave... hopefully. I mean he let you and Maestro in right?"

"Darling, just because he let us in doesn't mean he'll let us leave" Emma said with a frown.

"That's... a good point" Peter said with a blink as he glanced back at the map "Well, guess that idea is out. For now at least"

"It was worth a shot" Emma said as she looked at the map and studied it for something that might be able to help them. After a few minutes, she sighed in frustration "this is going to boil down to a actual fight between us and them, isn't it?"

"Probably" Peter said with a shrug "Most superhero and supervillain fights usually do in some form or fashion"

Emma grumbled at this before her and Peter's attention was drawn to a loud yawn from Devil Dinosaur. The two looked to see the massive Rex adjust it's body before laying his head down and closing his eyes. After several seconds, Karen spoke in a tone that sounded both amused and annoyed somehow.

 _"He's fallen asleep"_

"Heh, lazy mutant dinosaur" Peter chuckled as he walked over and patted devil on the head as the large Rex began to snore lightly.

Peter turned to Emma and gestured for her to follow him back up to the main living area of the Tower while the large Rex slept. As Emma entered the elevator and hit a button, she heard Peter ask Karen to monitor Devil's vitals for any serious changes.

"Why do you care so much for him?" Emma asked with a raised brow "It's just an animal"

"Maybe..." Peter said with a simple shrug as he leaned against the wall as the elevator began to climb the tower "but aside from Karen, he's the only company I had the past few years with any sort of intelligence that wasn't trying to kill and eat me"

Emma hummed as the elevator cart stopped and the doors opened, allowing the two to leave. Peter rubbed the back of his neck as he made his way towards the couch and collapsed on to the sofa with a yawn, the armor he wore glowing for a second before vanishing, leaving Peter dressed in a shirt and boxers. Emma gazed at Peter with amusement as she sat down next to him.

"What's the point in covering up? Nothing I haven't seen already" she teased.

"Force of habit" Peter said with a chuckle "Unlike you, I've never been too comfortable walking around nearly naked for everyone to see"

"Such a pity" Emma smirked as her hand found it's way to Peter's lap "You know... we never did finish this morning..."

"Yeah..." Peter said with a nod as he looked out the window to see the setting sun "Something tells me we wont be getting back to that for a while"

"Oh, and why is that?" Emma said as she sat up and began to slowly remove her clothes "It'll be some time until the Maestro retaliates... plenty of time to indulge our more base desires, while we have the time"

Peter watched as more and more of Emma's body was exposed with every article of clothing was removed until she stood before him bare as the day she was born and a small coy grin on her face. Peter's eyes slowly ran over every curve that Emma had, the way the setting sun reflective off her skin in a manner that made it look like she was glowing as if in her diamond form. After a few moments, Peter slowly stood up, a noticeable bulge growing in his boxers and placed his hands on Emma's hips. The blond mutant moaned at the strength of his grip as she pushed her body into his and wrapped her arms around his neck while he slowly slid his hands down to her waist before gripping them and pulling her up.

Emma quickly wrapped her legs around Peter's waist as he carried her back to the bedroom to resume this morning's actions...

...

Meanwhile, back within the Hulk clan's camp, Maestro stood before the survivors of the 'hunting party'. His eyes narrowed as he stared at the three Gamma irradiated men as the rest of the clan watched on in tense silence.

"I told you... not to go into the city without my word" Maestro growled out in annoyance as he glanced at the ruins of Manhattan.

"B-But we were h-hungry Maestro" one of the Hulks whimpered, green blood dripping down the side of his face thanks to a magical blast from Spider-man earlier that had yet to properly heal.

Maestro growled at this "I wasn't aware that we require food to keep ourselves nourished"

"W-Well G-G-Gamma energy isn't the same-" the Hulk began before Maestro seized him by the throat and lifted him into the air.

The Hulk tried to pry the older, more powerful Hulk's hand off but found his efforts in vain as the Maestro began to squeeze until a loud 'crack' echoed through the camp. Maestro dropped the lifeless body with a word and kicked it away towards the rest of the camp.

"There... is your meat" Maestro grunted as he turned away and marched towards the far edge of the camp while the rest of the clan began to descend on their now dead brother.

Maestro came to a stop at the edge of the camp and looked out towards the city with a blank gaze on his face that beguiled the rage he was feeling at the moment. His people had acted recklessly, destroying his plans to slowly take the city from Spider-man and his companion rather than causing unnecessary destruction and weakening his people even more. They, himself included, had yet to recover from both the exodus from their conquered realm and the journey across the dessert.

"Can't be helped I suppose..." Maestro muttered with a sigh as he heard one of his people walk up behind him. He looked over his shoulder to see that ti was Buck "What is it?"

"The others wanted to know what our next move is" Buck said as he rubbed his green blood stained hands on his pants "I'm guessing that little peace thing we had with the bug is done for"

"Astute observation" Maestro muttered as he returned his attention back to the city "Though you are correct. It is over. As of now we are at war"

"War?" Buck said with a snort of amusement "You really think he'll be tough to take down boss?"

"Perhaps" Maestro said as he folded his arms across his chest as his mind traveled back to his past, before he became Maestro and he encountered his world's Spider-man "While he is far from the most powerful we've faced. He will not be easily beaten or killed as that Nazi Captain America... even now the idea he was HYDRA is beyond absurd"

"How's he going to be harder than that idiot?" Buck said with a frown as he scratched the back of his head "I mean, it's just him and that blond girl"

"You'll find that a Spider-man outgunned and outnumbered will die so easily" Maestro grinned darkly as a particularly fond memory came to mind "Once more, Miss Frost's telepathic abilities give them quite a bit of an advantage. She could switch your minds off in an instant or turn you on one another with the effort it takes for her to blink"

"What about you?" Buck questioned.

"She'll find my mind... less than pleasant" Maestro chuckled as he tapped the side of his head.

Buck nodded at this before he turned back to the camp "So, when do we move out?"

"Tomorrow" Maestro said with a grunt "I want you to take that tower"

Buck followed Maestro's outstretched arm and saw it was pointing to Avengers Tower. The Gamma enhanced man nodded as he looked towards Maestro "And you boss? Where are you gonna be at?"

"I'll be exploring our new home. There's a few key places here that I want to investigate" Maestro said with a frown as his gaze flickered towards the massive desert "I doubt our pursuer will let a bit of sand from stopping him"

Buck swallowed nervously as he followed Maestro's gaze "You think whatever you find can stop that guy?"

"Perhaps... or at the very least immobilize him" Maestro said with a sigh "And if not..."

A tense silence settled over the two as the sun finally set and a moon began to rise over the dark jungle infused city. Finally, the silence was too much for Buck and he decided to voice his concerns.

"What will we do then? If you can't find something to stop it I mean"

Maestro glanced at the distant smaller man with narrowed eyes before he smirked and glanced back at the rest of his clan.

"We do what we do best I suppose Buck... We smash"

…

Several hours later, Peter found himself looking up at the ceiling with a small frown on his face while Emma slept peacefully next to him. He casted a quickly glance at the blond beauty before he slowly pulled himself away from her and slipped out of the bed. Pausing only briefly to grab his boxers and slip them on before he walked over to the nightstand and grabbed the Phoenix egg and silently left the room.

 _"What are you doing?_ " Karen spoke over the intercom at a low volume as Peter made his way down the hall.

"Just taking a precaution" Peter responded as he glanced down at the egg, it's soft warm glow illuminating the hall for him "Until I can find a way to drive Maestro off, I'd rather put this little guy someplace safe"

 _"You think he'll try to acquire it?_ " Karen inquired.

"Why wouldn't he?" Peter said with a shrug "This is possibly one of the most powerful beings on this world, baring Doom himself. And as it is now, it wouldn't be hard for Maestro to either find a way to destroy it, or worse... use it"

 _"A evil Hulk with the power of the Phoenix at his command... Yes, I suppose that would be rather bad_ " Karen said.

Peter snorted at this "Bad? It'd be a nightmare"

The Phoenix egg glowed brighter for a moment before the light dimmed and became a little cooler, causing Peter to frown as he rubbed the surface "Sorry little guy, I know you don't like being locked up, but we can't let Maestro find out about you and try and do something about it. I'd rather he thinks it's just me and Emma here"

The egg's glow flared again before it went completely dark, leaving Peter to stare at what one would mistake as a egg made of pure obsidian. Peter sighed as he ran his finger over the cool surface, leaving a faint trail or red energy before it seemingly faded into the egg. He then resumed his trek through the hall until he came to a elevator and waited for the doors to open.

 _"Emma will be wondering where you took it when she wakes up and notice's it's gone"_ Karen warned as Peter stepped into the cart and it began it's fast descent down the tower and into the levels below _"What are you going to tell her?"_

"That I put the egg some place safe" Peter replied evenly as he felt the elevator slowing down "She doesn't need to know where or how it's safe. Only that it's safe"

 _"Don't trust her to keep quiet should she get caught by Maestro and tries to bargain her freedom or life?_ " Karen asked before she added _"Or, are you worried she'll up and leave you in the middle of the fight and try to take the egg with her?"_

Peter didn't respond as the elevator stopped and opened to reveal a dark hallway with a large metal door at the far end. Peter quickly made his way towards the door as it began to automatically open, it's scanners having detected his approach earlier. The door opened just as Peter reached it and revealed to him a large room with... nothing.

There was no secret armory of anti-Hulk or Thor Iron Man armors or some super powerful Sentinels or some crazy super dangerous weapon he found over in the Baxter building. It was just a room lined with Adamantium located ten stories below the tower that Peter found a few months ago, some sort of doomsday bunker he supposed. Peter's thought of using it as his actual room, it was plenty spacious and secured enough but having to take the elevator up and down every time he wants to go out or come back killed the appeal quickly enough.

 _'Also I'm not too fond of being underground with those things still running around below'_ Peter thought as he glanced back outside the room towards the hallway's walls.

They weren't made of Adamantium, just concrete with a titanium weaved mesh built into it and a few chunks of some sort of granite. It wouldn't keep out what's below the city for very long, but it would buy Peter enough time to cry in despair and pray for a quick death.

"Why do I get the feeling those things are gonna show up at the worst time imaginable?" Peter said with a shake of his head as he entered the room and made his way to the center and placed the Phoenix egg on the ground "Now stay here Phoenix while Emma and I find a way to get rid of Maestro and his band of Gamma irradiated stooges"

The egg remained dark as it laid there, causing Peter to frown "Giving me the silent treatment won't change my mind about leaving you in possibly the safest place in the city"

Again the egg was silent, causing Peter to sigh as he turned no his heel and made his way out of the room. The door sensed that Peter had left and began to close and secure itself, leaving the Phoenix egg within in total darkness.

 _"You did the right thing_ " Karen said as Peter stopped outside the doorway.

"Really?" Peter said as he looked up towards the ceiling.

 _"I don't know, I just know this is the part someone is supposed to say that_ " Karen replied, causing Peter's brow to twitch in annoyance.

"Well aren't you just so helpful and considerate"

 _"I'm as helpful and as considerate as you made me!_ " Karen huffed _"Also what's right about locking a poor defenseless egg in a dark scary room made of Adamantium several hundred feet below the surface?"_

Peter scowled at this "S-Shut up!"

"HMPH!" Karen sounded as Peter approached the elevator and was about to get in before he stopped and stared at the closed door with a uncertain look on his face before he sighed and looked up at the ceiling.

"Hey God Doom you there? Did you put me in this situation because I didn't start praying to you for guidance or something?"

His question was met with silence, causing Peter to snort.

"Well, that answers the question if you'd make a descent God or not... turns out you do"

And with that, Peter entered the elevator and had it carry him back up to the tower proper, unaware off a small crack that began to form in wall halfway between the door and the elevator...

...

* * *

And done.

Next chapter, Maestro strikes...


End file.
